JLU Spider-Friends:The Journey Begins
by 7-Eleventh
Summary: Vol.1: Spider-Man loses two of his best friends on the same day and is captured by the most nefarious villains in the mighty Marvel Universe, and is taken into the DC Universe. Once he gets free with help from Earth's Mightiest Heroes the Justice League, will he have enough courage to reform the Spider-Friends into the Prime Avengers and bring down those scoundrels?
1. Chapter 1:Secret Rebirth Part 1

**JLU SPIDER – FRIENDS VOL. 1: THE JOURNEY BEGINS**

Chapter 1: Secret Rebirth Part I

 **Disclaimer: Hello Readers! This is going to be an exciting epic story. I don't own Spider-Man or Justice League, since they are the sole properties of Marvel Comics and Warner Bros. animation. The inspiration for this story comes from several fanfic crossovers by previous authors.**

 **Prologue**

* * *

 _A long time ago, when Peter Parker was only 5 years old, his parents Richard and Mary Parker left him with his aunt and uncle so he could be safe. The real reason they left was because Peter's father refused to cooperate with Norman Osborn's biogenetic weapon plans; when Richard and Mary got on a plane to Brazil, Edward Brock Sr caused it to crash. Ten years later when Peter was fifteen, he went on a high school field trip with his closest friends Gwen Stacy, Mary Jane Watson, Harry Osborn and Eddie Brock. During the field trip at the science hall Peter was bitten by a radio-active spider and the next day discovered that he had the powers and abilities of a spider, then afterwards the teenager went into show business when he won a wrestling match and designed a spider costume along with a pair of web shooters. One evening when he was done performing for the night, a thief got away but he didn't bother to stop him. The following night when Peter was coming home, a police car was parked outside the house and a police officer told him that his uncle had been shot down in cold blood by a burglar who was caught robbing the house. Stricken by grief Parker suited up and set out to find his uncle's killer when he caught him; he was shocked to realize it was the same man who heisted the box office. From that time on Peter would become Spider-Man and use his powers to fight crime and protect the innocent, along the way he would also have many enemies including the Green Goblin, Dr. Octopus and Venom. He even made friends with the Fantastic Four and X-Men, and joined the Avengers._

* * *

 **Four Years Later to the Present Day**

 **Queens, New York (Marvel Universe, Earth-616)**

* * *

It was a peaceful afternoon and all the citizens of New York City were still reeling from the effects of the Superhuman Registration Civil War.

Peter Parker/Spider-Man was still reeling from the effects of the war himself and he was feeling guilty and fortunate at the same time; he felt guilty because his aunt and girlfriend were caught in the crossfire.

Aunt May had died when the Green Goblin dropped a bomb on her house, Peter was so devastated he resigned from the Avengers. Mary Jane was killed when the Goblin dropped her from a terrible height and Spider-Man tried to save her but she died the same way Gwen did.

But he was also fortunate because if it weren't for him and his closest friends the war would never be over. They managed to discover that Helmut Zemo was the mastermind behind the entire war and brought him in to the authorities.

Now in the present time Peter was walking home from Empire State University with his two best friends Bobby Drake and Angelica Jones, who were also known as Iceman and Firestar. They talked about the events of the war and how proud Aunt May and MJ would be to know they finally won "Peter it wasn't your fault they died" said Angelica.

"Yeah" Bobby agreed "Osborn was the one who killed them when he found out who you were, but it's a good thing S.H.I.E.L.D. has him, Doom and Zemo locked up for good."

The next minute Peter's phone rang and when he answered, a voice cried "Peter you've got to come quickly!" that was Mainframe, an A.I. created by Tony Stark. "There's been a prison breakout and someone's taken over the Triskelion!"

"Are you sure?" Peter asked "Yes" Mainframe answers "and be sure to bring everybody with you, including Miles!".

* * *

 **1 Hour Later**

Peter, Bobby and Angelica now in their guises as Spider-Man, Iceman and Firestar, a former Avenger, a former X-Man and a former member of the New Warriors. They also brought along Miles Morales also known as Kid Arachnid, a name that Dr. Octopus called him.

"I wonder what the emergency's all about?" asked Miles.

"I don't know Miles" answered Spider-Man "Mainframe will fill us in on what's happening when we get to the rendezvous point."

Soon the four friends arrived at the place where the final member of their team, Mainframe was waiting. He was a seven feet tall android that looked like one of Tony Stark's Iron suits, but as an A.I. he could access any network and hack into any system. His entire body was gold and green (in darker shades), with a thick outer shell of Adamantium and Vibranium, he also had multiple robotic bodies that he could put his subconscious into.

"Hi Mainframe what's the emergency?" asked Spider-Man as he and his friends landed at their destination.

"Loki has broken Zemo, Doom, Magneto, and the Green Goblin out of prison." Mainframe answered.

Spider-Man, Iceman, Firestar and Kid Arachnid exchanged glances, the last time Loki was on Earth, he tried to take it over with help from the Chitauri. "Why would he want to do that?" asked Bobby.

"Well according to the reports, he was sighted on Liberty Island the other day" Mainframe explained "And now he's freed some villains from prison and they've abducted Dr. Curt Connors".

The others looked at each other with concerned looks knowing that Dr. Connors was one of the best scientists and brilliant researchers at Empire State University and he had a wife and son. "You don't think that they'll force him to become the Lizard again?" asked Firestar.

"That could be possible" Mainframe told her "It's either that or they could force him to make more lizard serum to use on other people."

"Then we better get a move on if we're going to save Doc Connors!" exclaimed Iceman and with that the Spider-Friends set off towards the Triskelion where all the villains were gathered.

* * *

 **Elsewhere**

Meanwhile Loki was putting his master plan into action "Gentlemen, our time is at hand!" he declared, the other villains including Zemo, Doctor Doom, Magneto, the Goblin and Dr. Octopus applauded. Just then John Allerdyce AKA Pyro came running into the room.

"Hey Boss, the Spider-Friends are here on the ship!" he exclaimed.

"Then it seems they are on to what we're trying to accomplish" said Magneto "Pyro, you and your teammates go up on the top deck and keep them busy a while longer until everything's up and running.

Back outside, Spider-Man, Kid Arachnid, Iceman, Firestar and Mainframe arrived on the top deck of the flying ship and looked around "So how do we get in?" asked Miles.

"It looks like we're going to either break in through the front entrance or smash through the windows of the Main Deck" Mainframe answered.

Just then Peter and Miles' spider senses buzzed at the back of their heads "Guys we've got company!" exclaimed Spider-Man, at that very instant the front entrance opened and out came Pyro, MODOK, Blizzard, Boomerang and Titanium Man followed by a whole army of Doom Bots. "You Spider-Friends are gonna regret trying to interfere again" Pyro warned them sternly.

"This isn't good" groaned Kid Arachnid as the enemies advanced on them Pyro went right for Iceman, Blizzard immediately attacked Firestar, Boomerang threw his weapons at Spider-Man, Titanium Man quickly engaged Mainframe, while MODOK opened fire at Kid Arachnid. Peter managed to tie up Boomerang, Miles gave MODOK a great big overdose of his Venom Blast, and Mainframe succeeded with beating down Titanium Man.

But Bobby and Angel weren't so lucky, during his fight with Pyro, Iceman defended himself with repeated ice blasts and Pyro kept firing his flamethrowers until the ice-powered mutant tackled and wrestled him to the ground. Firestar held everything she had against Blizzard until he froze her in one place, the others were horrified to see her frozen completely, as the ice-themed villain tapped on the frozen form of Angelica causing her to shatter.

"NOOOOOOO!" yelled Peter as he leaped at Blizzard, tackling him to the ground and pummeled him with his fists. Bobby was still struggling with his former friend as they wrestled on the ground and exchanged blows, until Pyro threw him off and was about to roast the arachnid heroes when Iceman jumped on him and they went rolling off the ship, plummeting towards the ocean below.

"BOBBY!" yelled Kid Arachnid and he was about to go after them when Spider-Man stopped him. "He's gone Miles" he said seriously "We have to go after Loki and keep him from carrying out his plans."

Miles sadly looked where one of his best friends had fallen, it reminded him of how his mother had died "but it's just not fair that Bobby is gone"

Peter sadly agreed "I know, but we need to finish our mission Bobby wouldn't want to hold back now that he's gone". Miles knew that his friend was right and went back to fighting the Doom Bots that Mainframe finished off by spinning around with his laser beams.

Soon the three remaining Spider-Friends made it into the Main Deck of the Triskelion after cutting their way through dozens of other Doom Bots, and as soon as they got there something was not right. The Bridge looked deserted, yet Peter and Miles' Spider senses were going off "I have a bad feeling about this" said Miles gravely.

"Hey, there's something on the main computer" said Mainframe who was scanning the whole room and they walked over to the main computer saw something that looked like a map of the solar system.

"This looks like a map of the solar system only different" said Kid Arachnid "it looks more like a map of the whole multiverse."

"Very perspective young man" said a grim voice startling the heroes, they turned around in time to see several individuals come out from the shadows. One was Magneto, master of metal and leader of the Brotherhood of Mutants, another was Dr. Doom, a disfigured psychopath with indestructible armor and all kinds of powers and gadgets, the third was Dr. Octopus, an insane scientist with four metal arms attached to his spine. But the fourth was Helmut Zemo, a former HYDRA agent and founding leader of the Masters of Evil.

"Where's Loki?" demanded Spider-Man "and what are you guys doing here?"

"He went on ahead of us to another dimension" said Octavius "as for the rest of us, we need to make certain that everything is in order before this ship sets sail through an interdimensional portal."

"Why would you want to go into another dimension?" protested Miles.

"My dear boy, have you ever imagined the possibility of crossing into another realm?" asked Magneto "Imagine many infinite earths, one were mutants existed in peace and harmony with no persecution from humans, one were the Roman Empire still existed."

"But there's the possibility of an infinite earth where the Nazis won WWII." Zemo explained further "Another were all the Chitauri and their kin could invade without any interference."

"If you guys think you're going to get away with invading another earth, we're not going to just stand by and let it happen." said Spider-Man "Even if we die trying to stop all of you, I'm sure there are heroes on that other Earth where you're going, who can stop you."

"Such noble sediments Spider-Man" Doom replied and then he raised his right hand fired an energy blast, Peter and Miles jumped but Doc Ock grabbed them Mainframe tried to save his friends but he was stopped by Magneto.

* * *

 **Several Minutes Later**

Soon Dr. Octopus had the interdimensional probe programed to open a bigger portal, Spider-Man was still unconscious when the Doom bots put him into a containment cell with glass doors.

They were about to do the same with Kid Arachnid when suddenly Mainframe, who was pretending to be knocked out after Magneto threw him against the wall, fired tiny missiles out of his joints, which exploded against the robots causing them to fall down. The noise woke up Miles who quickly sprung up and tried to fight off as many robots as he could, but at that moment someone else flew into the hall and grabbed him by his neck. Miles struggled as hard as he could, but the figure who grabbed him was a lot stronger than he was, this was none other than the Green Goblin who was actually the second person to assume the mantle.

Mainframe lunged forward in an attempt to rescue his young friend, but just as he flew closer, he jerked to a stop in midair. Magneto who arrived due to the disturbance, used his powers of magnetism to hold back the android like he did before on the control deck.

"What's going on here?" demanded Dr. Doom, coming into the hall followed by Zemo and Dr. Octopus.

"This young twerp is being a problem" answered the Goblin "Thanks to the robot who tried to stage an escape."

"Then we should deal with him quickly before our journey to the other side begins" said Magneto gravely "As for this android, he needs to be locked where he can't get out, I'll see to it personally" he then proceeded to haul Mainframe down to a different part of the brig, the Big House.

The New Goblin still held Kid Arachnid by his neck and an idea came to him "I know one way to make the wallcrawler suffer" he sneered "he lost four important people in his life over three to four years, now he will lose three more on the same day!"

The other villains laughed maniacally in agreement with the Goblin's suggestion, then the New Goblin in a flash of anger and hatred snapped Miles' neck. The young hero fell to the ground lifeless, the villains picked up Miles' body and had it thrown overboard, then a portal was opened, the ship went in and vanished. Little did they know, a tiny figure had stowed away onboard and saw the whole thing happening.

 **AN: There you have it! My first chapter is complete, so now Spidey and Mainframe have been captured and the villains will proceed with the first step of their plans. The next chapter might show where Loki landed in the DC Universe and the Goblin that was mentioned in this story is** _ **not**_ **Norman Osborn, but his son Harry who still wants to get at Peter for his father's death. The reason I'm including Mainframe in this story is just to do him better than he was in JLU Spiderverse, since he was always shown being smashed to pieces and not being indestructible. I'll also be doing a cast of voices every chapter, so everybody who reads this will use their imagination on what the characters really sound like.**

 **Voice Cast**

 **Spider-Man/Peter Parker (Josh Keaton)**

 **Miles Morales/Kid Arachnid (Donald Glover)**

 **Mainframe (Jeffrey Combs)**

 **Iceman/Bobby Drake (Yuri Lowenthal)**

 **Firestar/Angelica Jones (Tara Strong)**

 **Doctor Doom (Maurice LaMarche)**

 **Loki (Troy Baker)**

 **Dr. Otto Octavius/Dr. Octopus (Tom Kenny)**

 **Helmut Zemo (Daniel Bruhl)**

 **Magneto (Christopher Judge)**


	2. Chapter 2:Secret Rebirth Part 2

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 2: Secret Rebirth Part 2

 **AN: I forgot to mention that this story may or might include Dick Grayson and Barbara Gordon getting back together again and Kyle Rayner meeting Donna Troy for the first time. I intend to do three parts of Secret Rebirth just like the three-part pilot episode of Justice League: TAS, another reason it will have the word 'Secret' is just so nobody from the outside world in the Marvel & DC worlds would know anything about the rebirth of the Spider-Friends. Then the 'Secret Rebirth' arc might end with S.H.I.E.L.D. and the heroes of the Marvelverse secretly finding out that Spidey is still alive, only discreetly so none of Spidey's enemies(including Jameson) won't know anything about it.**

 **Disclaimer: I don't own any of the characters in this story, Spider-Man, Mainframe, and anything that's Marvel Comic-related belongs to Marvel and Disney. While the Justice League and anything that's DC Comic-related belongs to Warner Bros. and DC.**

* * *

 **A few hours earliar**

While the Spider-Friends were busy fighting with the other villains on the Triskelion before being outnumbered and captured, the interdimensional machine was finally ready and put into action.

Loki was mighty pleased to know that the probe was operational, and he was determined to set foot in another dimension. "Very soon gentlemen our plans shall come to fruition!" he said in glee, "As soon as the machine opens a portal for the first time, this ship with its new crew and cargo, along with prisoners and passengers shall pass into another world!"

"We all are anxious to move into another world" said Zemo grimly "of course we will have to gain a few new allies in case there are any heroes in that world who could oppose us."

"Yes I have thought of that" said Loki "Indeed once the probe opens a portal, I shall go on ahead to the new dimension and visit a planet that is far away from Earth to collect some new resources, even some weaponry and equipment for our alien allies to use." As soon as he said this, the machine was activated and a man-sized portal opened, taking the initiative Loki picked up his staff and stepped through, a few minutes later he found himself in what looked like a savage wasteland.

"Where am I?" he thought to himself, no sooner had he said this he was surrounded by what looked like insects in green and gold armor. Their leader who was Steppenwolf asked his name and business "I am Loki of Jotunheim, and I come with a purpose, and a plan to invade Earth and lord over it."

Steppenwolf thought about this for a minute before grinning wickedly "Very well, come with us and we shall discuss this more in the royal palace."

* * *

 **Several Hours Later**

 **On the Triskelion (Recently arrived in DC Universe, Earth-38)**

* * *

In a medium-small sized cell with glass doors bolted shut, a young man at the age of nineteen was stirring after what seemed like hours, this was Peter Parker otherwise known as Spider-Man. The last thing he remembered was being thrown against a wall by Doc Ock and after that everything went dark, as soon as he could get his bearings he opened his eyes and sat up.

After looking around Peter remembered something "Miles, Mainframe!" he gasped and quickly stood up and pounded against the glass. "Hey! Is anybody out there!?" he shouted, but try as he might there was no response.

"Well look who's awake" said an eerie voice that he knew too well. Peter knew it sounded like the Goblin's voice but Norman Osborn was dead, so it had to be someone else "Look whoever you really are, I should have known you would be in on this".

"Well isn't that a shame, perhaps you will recognize me without the mask" said the Goblin and as soon as he pulled off his mask, Spider-Man was completely shocked "Harry!? It can't be! How could you join forces with Loki, with Doom, Zemo, Magneto, and Octavius?"

"I think you know why Pete" answered Harry "two years ago my father died because of you!"

"Harry, I told you before I didn't kill your father, he tried to kill me but killed himself" Peter insisted.

"Shut up! I know how it happened, you came into my house with his body all bloody and limp, completely lifeless with scars that looked like something had impaled him." Peter couldn't believe that one of his best friends would believe such a thing.

"So it was you who dropped a bomb on Aunt May's house that night!" he cried out his voice changing from shock to anger "You're the one who dropped MJ from a terrible height just so she could die in the same way …" he paused for a moment before continuing "the same way your father killed Gwen, and that was before I learned he was the Green Goblin!"

"Well that's too bad" Harry answers "Because now you have lost seven important people in your life, and I think you should know that I just broke Miles' neck and threw him overboard." Peter couldn't believe it, the one who was his best friend had murdered his youngest friend.

Peter sat in stunned silence as he processed everything that happened since he and his friends were captured on the Triskelion, first four years ago his uncle gets shot by a burglar, then two years ago Gwen is dropped from off a building by Harry's father, last year Harry kills both Mary Jane and Aunt May. "Now I've lost Bobby, Angelica, and Miles" sighed Peter as he leaned back against the wall.

"Well ponder no more since luck and fate are on your side" said a familiar voice that he knew too well.

"Who said that?" Peter asked looking around.

"Hey down here" the voice called, Peter glanced downwards and saw a tiny figure that was wearing a red and black suit with a silver helmet. This was Scott Lang, better known as the Ant-Man "Scott is that you?" Peter asked in disbelief.

"Of course it's me buddy, when the Avengers didn't receive any transmission they sent me with an army of ants to find you and the others." Ant-Man answered "On the way over here I saw Iceman fall into the ocean with Pyro, they both survived the fall into the water."

Peter felt a wave of relief wash over him, for an instant he had thought Bobby was gone for good. But he was sad that Miles would never get to hear about it "What's wrong Pete?" asked Scott.

"Oh it's just that Harry Osborn is the new Green Goblin and he killed Miles"Peter answered, Scott looked at his young friend for a minute before shaking his head sadly.

"I'm so sorry buddy, I saw the whole thing when I finally got onto the ship, and the interdimensional probe was already activated and a big portal was opened. So I wasted no time getting inside the ship before it was transported to another dimension."

So with that, the tiny man jumped into the cell's lock where a few ants chewed through the wires and the cell door opened up. "Then I went onto the Main Bridge and saw Doom, Zemo, Magneto, Doc Ock and the Green Goblin were there discussing what they were going to do when they landed on a new Earth. I could also tell the ship was out in space now and I thought I saw what looked like a space station and I overheard them talking to people who were on the station, I think I heard the Goblin say something about blowing it out of the sky."

"We've got to stop them before it's too late, but we don't have any backup!" Peter cried.

"I think we do have some backup" said Scott "While I was looking around, I went to the brig and saw a few prisoners who might be on our side."

* * *

 **Meanwhile on the Watchtower in Earth's Orbit; Earth-38**

While these events were unfolding aboard the Triskelion, something else occurred on the space station that was spotted orbiting Earth. This was the Watchtower, home and base of operations for the Justice League, Earth's Mightiest Heroes. Currently six out of seven original members were conversing in the meeting hall.

The first one was the Man of Steel known as Superman the Last Son of Krypton, to his left sat the Dark Knight also known as Batman guardian of Gotham City. There was also Princess Diana of Thermyscria, daughter of Queen Hippolyta and better known as Wonder Woman, and John Stewart the third known Green Lantern of Sector 2814. To his right was J'onn J'onzz, the last inhabitant of Mars also called the Martian Manhunter, and the fastest man alive called the Flash protector of Central City. The seventh and final member Shayera Hol of Thanagar also known as Hawkgirl was no longer available, because she had resigned feeling that she was still a traiter on both sides since the Thanagarian invasion. The old Watchtower had also been destroyed during the invasion, but a new one had been built.

"The new members are improving very well." said Batman "Although Green Arrow was reluctant at first, but he has adjusted to life up here in the tower after his first mission."

The others nodded in agreement "Yeah, even though he wasn't invited" said John remembering how the emerald archer volunteered when it was just so he could get away from the tower. "Somehow GA managed to succeed with firing a single arrow with a steel pipe tied to the front end at the giant flame-headed robot in Japan, while Supergirl finished it off by knocking its head clean off its shoulders."

Superman was feeling proud, he really believed Kara would make a good replacement member someday though she was still rough around the edges. Just then the alarm sounded "WARNING! WARNING! SPACIAL ANOMALY DETECTED! The whole Space station shook with intense velocity, the JL members held on to something and braced for impact, until the shacking stopped.

"What in the name of Hera was that?" inquired Diana.

"Well we'd better get down to the Main Deck and find out" said Batman.

The League members headed to the Main Deck, a huge gathering hall that had a big control deck, with monitors and controls scanning the globe. A newly built teleporter deck was in place, and at the moment they all went up to the moniter deck.

J'onn flew towards the main monitor and examined it closely "It seems the monitors have detected a Spacial Fracture within our area" he said, typing in the commands on the console. He switched it on to see what caused the station to shake so much, there on the screen was a strange ship none of them had ever seen. Unknown to all them, it was the entire Triskelion itself.

"What's a Spacial Fracture suppose to be?" asked Flash, after he zoomed up there "And what's a navy ship doing out here in space?"

"A Spacial Fracture is a rip in the Space/Time line" Batman explained "It's a rip within our world, leading to an alternate dimension from our own".

"I have no what some kind of navy ship could be doing out here in the first place" said John "It looks to be American made, but the eagle insignia is a big mystery"

Suddenly a little blinking light lit up on the monitor, which they all seem to recognize "It looks like someone's trying to contact with us" said Superman.

Then Diana quickly pressed a button on the control panel "Unknown vessel, this is the Justice League on the Watchtower. What's your status?"

Just then the screen flickered for a moment, and a face that none of them had ever seen before appeared. "Greetings heroes, my name is Victor Von Doom but I am most better known as Doctor Doom. My traveling companions and I have come to this world to rule over it with no heroes interfering, so any attempt to stop us will be futile. Otherwise the cannons on this ship are ready anytime to blast your station out of the sky."

The whole League was skeptical and concerned since none of them had ever heard of a Doctor Doom before. Batman glared at the stranger on the screen and before he could say anything, there came a loud noise from the background "The prisoners are loose!" Doom then turned around in shock and anger "WHAT!?"

* * *

 **Back on the Triskelion**

Spider-Man and Ant-Man had managed to free the heroes who were being held in the Brig, all the prisoners were very grateful for rescued. This included; Mainframe who was contained in a cell insulated with lead that kept him from hacking into the ship's system. There was also Rick Jones who, like Dr. Bruce Banner, could transform into a gargantuan creature called a Gamma monster, but instead of green he would turn blue with scaly skin and red eyes and in this form, he was called the A-Bomb. Jennifer Walters AKA She-Hulk, Logan/Wolverine, X-23/Laura Kinney, Dr. Curtis Connors and the Maximoff twins, Scarlet Witch and Quicksilver were there too.

"Doc Connors, it's great to see you again!" exclaimed Spider-Man.

"It's good to see you too, Spider-Man" said Dr. Connors, the last time they saw each other was when Peter had finally cured his teacher of the lizard serum he had injected himself with, just to regrow his right arm.

"I'm just glad that Loki, Magneto, Zemo or Doc Ock or even the Goblin didn't force you to become the Lizard again." said Peter "Why did they take you anyway?"

"I'm not so sure, but they seem to want me to build them new weapons for invading a new Earth." Connors explained "the rest is still a mystery to me."

"Well there's no time to think about it." said Ant-Man gravely "There's a space station out in space where the ship just passed through a portal, and they were just talking about blowing it out of the sky."

"Then we've got to do something before it's too late!" cried She-Hulk, the others nodded in agreement. Spider-Man, Ant-Man, and Mainframe were about to lead the way back to the Main Deck, when suddenly two figures came around the corner and stood in the hallway.

"Where do you punks think you're going?" demanded the first, whose name was Herman Shultz, also called the Shocker as he aimed his gauntlets.

"Yeah and if you're trying to get to the Main Deck, you gotta go through us." sneered the second one, who was Aleksei Sytsevich AKA the Rhino.

"We'll just see about that" answered Peter as he, Scott and Mainframe got ready to fight. Shocker charged up his gauntlets while Rhino got ready to charge, but Spider-Man fired his webs in their faces blinding them. Ant-Man quickly shrank down and leaped forward, punching Shocker square in the jaw, while Mainframe rocketed at Rhino blasting him through the wall into the control room where he sounded the alarm "The prisoners are loose!"

* * *

 **Triskelion Main Deck**

The villains sent all their co-workers to recapture the escapees, but Spider-Man, Ant-Man, Mainframe, and all the liberated heroes fought their way into the control room on the Main Deck. "Did you guys really believe we were going to stand off to the sides and let you get away with blasting a space station out of the sky?" asked Spider-Man angrily.

"Well obviously, there were about 500 heroes on that thing" answered Zemo "And since we can't have any heroes getting in the way, which is why we were about to destroy that infernal station in the first place."

During the middle of this exchange, Ant-Man had managed to shrink and slip into the control panel, and disabled it from the inside so the S.H.I.E.L.D. computer system couldn't work. Wolverine and X-23 slashed apart the controls to the laser cannon that could have destroyed the Watchtower.

"That'll teach you a lesson for trying to kill a few innocent bystanders Bub" snarled Logan.

"Yeah I think so too." agreed Laura, as both of them continued to slash at the villains' co-workers with their claws. The A-Bomb and She-Hulk smashed, pounded, and broke all the Doom Bots and any other robots with all their strength while the Maximoff twins went to confront their father Magneto.

"Wanda, Pietro, I believe you both disappointed me when you abandoned the Brotherhood, joined the X-Men and later became fully-fledged Avengers." said Magneto in mock disappointment since in truth, when Wanda and Pietro had found out that he was their real father, they became disgusted with him for not telling them the truth about himself and for recruiting them into the Brotherhood of Mutants for the wrong reasons.

"You tricked us into joining and used us for your own purposes." Pietro angrily accused "You never said anything about being our real father, and most of all …"

Wanda put in to finish the sentence "you … _were …_ NEVER there for our real mother who couldn't raise us all by herself."

"As much as I would like to elaborate on how much I wish that I should have been there for your mother." Magneto replied "But time is of the essence." So with that he raised his hands to levitate several metal spikes, but Wanda used her hex volts and telekinesis to hold him in place. In the process, her probability manipulation shook up the whole ship causing it to fall through Earth's atmosphere.

* * *

 **Watchtower**

The Justice League watched the whole commotion on the screen, and they were all horrified to see the whole ship fall towards Earth.

"Come on, we've got to do something!" cried Flash

"First we need to determine where that ship has just landed." said Batman sternly "Then we'll call in a few reinforcements to investigate."

The Dark Knight carefully typed in the coordinates as to where the strange ship just crash landed, then a few seconds later a green dot appeared in the satellite footage indicating that the craft had landed several miles north of Metropolis. "It looks like the mysterious ship crashed in the woods outside of Metropolis." he said "We could send in Green Arrow, Black Canary, the Question, or Captain Atom but they're probably busy in their own cities, so I'm open to suggestions about who we could send."

"How about your two older protégés?" suggested Superman "Although they've been trained to protect Gotham, I'm sure they could do some digging on this, and Kara could also go help them since she and Batgirl have worked together before." Batman thought about this, true he did originally train Dick and Barbara to safeguard Gotham City. He raised Dick as his own son and taught him everything he knew, which lead to him becoming the first Robin and together they protected Gotham City as the Dynamic Duo, Barbara had become Batgirl after her father was framed for something he didn't do.

The two also had a tender relationship that didn't end so well, not only because they didn't tell each other about being Robin and Batgirl, but mainly because Dick blamed Bruce for putting Barbara's life in danger and Barbara chose to stay behind and be Bruce's partner, although Dick had stopped being Robin, reinstated himself in Bludhaven, became Nightwing and sometimes came to help out in Gotham since it was his old home. Tim Drake became the new Robin after an incident happened with Two-Face twice. "All right I'll send Batgirl and Nightwing to investigate." Batman answered "See if you could also contact Supergirl, Troia, Kid Flash and a couple of others."

Diana was surprised "You also want to send in my younger sister?" she asked.

"Yes I think it's time for Donna to prove her own worth to the League, although she was one of the founding members of the Teen Titans." answered Batman.

"If you send Kid Flash, we could also send in Kyle to keep him out of trouble." John suggested. Ever since the return of AMAZO, Abin Sur's successor, Kyle Rayner had been hoping to return home to Earth, that wish was fulfilled when Guy Gardner, another recruit in the Corps had finally became a fully-fledged Green Lantern and took Kyle's place as a royal guard on Oa.

* * *

 **Several Hours Later**

Two motorcycles raced up the highway towards the crash site, just a few miles outside of Metropolis. The riders of the bikes were none other than Batman's two older protégés, one was Dick Grayson about twenty-two, formally the original Robin founding leader of the Teen Titans and currently known as Nightwing, he had black hair and wore a black body suit with a black mask covering his eyes and nose, and a V-shaped blue bird symbol on his chest. The other wore a black suit with a black pointy-eared cowl with long red hair sticking out the back, a small black cape with yellow on the inside, and a yellow bat symbol on the chest, this was Barbara Gordon about nineteen and better known as Batgirl.

"I wonder what we'll find at the spot where that strange ship crashed?" asked Batgirl.

"I'm not so sure yet." Nightwing answered "Bruce did say that were probably more than several people on board and someone who called himself Doctor Doom, some of them may have survived when it landed, so we've got to find out what's going on and the League is also supposed to send a few others to investigate including Supergirl."

Barbara felt ecstatic that her best friend was coming too, the last time she had seen Kara was when they went skiing together in the mountains. She also felt glad inwardly about working with Dick again because secretly she wished that they could repair their relationship.

Soon the two masked heroes arrived at the crash site where the strange ship was and after parking their bikes discreetly, they went over to the ship and ventured inside. They could tell that the ship was split in the middle, separating the rear from the front and as soon as Nightwing and Batgirl were inside, all they saw was vast piles of debris, broken glass, and burnt out holes in every wall.

"What could have happened in here?" Barbara wondered as she stared at the wreckage.

"Beats me" remarked Dick looking around "Sure looks as if a battle just took place in here."

"I'll say" said a cheerful voice from above, they both turned around and looked up to see a young blonde girl at the age of nineteen with a black hair band and wearing a white T-shirt with the red and yellow crest of a capital S, she also wore a small red cape, white gloves, a blue mini-skirt, and red combat boots. This was Kara Zor-El/Kent otherwise known as Supergirl, the sole survivor of Krypton's sister planet Argo, and adopted cousin of Superman/Kal-El.

"Kara what are you doing here?" inquired Barbara.

"My cousin sent me to see if there were any survivors on this strange vessel." Kara answered.

"Well it's a good thing you showed." said Dick "The League is also sending a few others to investigate".

"Wait, I think I hear voices coming from down the corridor" said Kara, it was true that she had the same powers as her older cousin, such as super strength, super speed, flight, super hearing, x-ray vision, heat vision, invulnerability and healing factor. She even had the same weakness as Superman, such as being repelled by Kryptonite and becoming powerless in the light of a red sun.

The trio headed down the hall to where the voices were coming from, and when they arrived at the corner Supergirl used her x-ray vision to scan the area until she spied something. "There's several people in there and they're still alive." she said after scanning the wall on the right and what Kara saw next really surprised her, on the other side of the wall she was scanning stood some individuals none of them had ever seen before.

"There's a few strange guys on the other side of that wall …" she began "Wait a minute! They've got prisoners, two huge figures with unusually colored skin are laying under some rubble and it looks like one of the captives is being prepped for an injection." Just then Kara's ears picked up a little noise that sounded like tiny footsteps on the floor. She looked down and using her microscopic vision, saw a tiny figure running along the floor. "I can see you!" she exclaimed, the tiny figure who wore a red and black suit with a silver helmet and was none other than Scott Lang AKA Ant-Man stopped right in his tracks.

He was shocked to learn that the young blonde girl could actually see him without a pair of goggles to zoom in. So he pressed his left hand button with his left thumb and grew back to his normal size surprising the three individuals who were there. Kara, Barbara, and Dick had never seen anything like a man the size of an insect before yet here he was standing before them. "How did you do that?" asked Kara in amazement.

"My suit is incredibly enhanced with two different kinds of Pym Particles that allow me to change my size at will." Scott replied "Sometimes I can shrink down to the size of an ant, other times I can enlarge to the height of a skyscraper."

"Okay that's very nice, but who are you suppose to be?" asked Nightwing dryly, he was also very suspicious because he had learned before not to trust the wrong people. Scott just casually answered "I'm Ant-Man."

Batgirl blinked when she heard that "Ant-Man?" she asked curiously.

"What you've never heard of me?" he asked but then he remembered that he and Spider-Man had wounded up in an alternate universe "No you couldn't have heard of me, because I'm from an alternate universe." The three young heroes were shocked to hear that this man was from another reality.

"Would you mind explaining what on earth is going on here?" inquired Nightwing

"I'm sorry there isn't much time for that." Ant-Man answered "Some friends of mine are in trouble, so when I saw you guys I figured that you might be on our side."

The three friends looked at each other in realization and silently, but quickly agreed that this man needed help. "Okay let's go and bail your friends out of there!" said Supergirl cheerfully "I'm Supergirl by the way, and that's Batgirl and Nightwing they don't normally trust anyone outside their jurisdiction."

"Okay, I understand" Scott answered.

So they set off to find Spider-Man and the others who were being forced to watch an experiment where an innocent victim was getting injected with the Toxin symbiote that crawled all over him until he looked like the red and blue version of Venom and Carnage. The test subject then broke loose from the operation table and trashed everything in sight, the Goblin, Doc Ock, Doom, Zemo, and Magneto were delighted to see the results turned out wonderful.

But Spider-Man, Mainframe and the other prisoners were horrified to see what had just happened "Good grief, I should have known Doom, Harry and Octavius had brought some samples of the symbiotes along." Spider-Man told the others.

Dr. Connors nodded sadly "Yes, it is grievous that they would replicate more symbiotes, and merge them with innocent people."

"I think it's grievous that my father is in on this." said Wanda bitterly not liking any of this. Unknown to any of them, four figures were hiding and spying on the whole thing, Ant-Man had finally brought Supergirl, Batgirl, and Nightwing onto the Main Deck "What did they just do to that guy?" asked Barbara.

"They injected him with what is called a symbiote" explained Ant-Man "a parasitic alien lifeform that bonds with a living host in order to survive and once it bonds, it starts to takeover and gets the host to do what it wants. The only way to get off is by using loud noises and super intense heat to separate it from the host."

"Then what are we waiting for?" asked Kara "We've got to do something!" they quietly agreed and quickly planned ahead to free the prisoners. While they were planning this out, Dr. Octopus made a suggestion to inject Spider-Man with a symbiote. "What a devilish idea Doctor" agreed Zemo "Then I am certain in no time we'll have the wallcrawler on our side, and afterwards this world will be crawling with symbiotes!"

Doom shouted an order to one of the lab assistants to have Spider-Man prepped for an injection, but just as they holding the young man still, a blur suddenly knocked Octavius off his feet. "What the devil?!" he cried out. Everybody in the room including the captives were taken by surprise, the blur or rather the one who attacked Ock was a young blonde girl that no one had seen coming. When the guards started firing at her, the bullets just bounced off her skin, Supergirl then proceeded to free Spider-Man and Mainframe, while Ant-Man, Batgirl and Nightwing managed to free the other prisoners and then A-Bomb and She-Hulk broke loose from under the rubble. The heroes managed to fight their way to a launch pad where the ones who couldn't fly commandeered a Quinjet that still worked. Once they took off Spider-Man, Dr. Connors, Scarlet Witch, Quicksilver, Wolverine, X-23, She-Hulk and the A-Bomb were mighty grateful to be rescued. "We really appreciate the help." said Spider-Man "But who are you guys anyway?"

Batgirl and Nightwing looked at each other and decided it was okay to trust them. "I'm Batgirl and this is Nightwing, and the one who just saved your life is Supergirl, of course she's flying outside."

"I made sure to explain to them that we were from another Earth." Ant-Man added.

"Okay" said Spider-Man glancing at the others before addressing their rescuers "Did Ant-Man tell you that the Earth we're from is like yours, only different?"

"Yes" answered Batgirl "he explained that your reality is very similar to ours, but has many different things."

"Well we're certainly aware of that" said Dr. Connors "Please allow us to introduce ourselves, my name is Dr. Curtis Connors, you've already met Ant-Man, this is…" he stopped for a minute and whispered to Ant-Man. "Did you already tell them who you were?"

"No of course not" Scott replied "I would never tell who I was unless I got to know them first."

Dr. Connors nodded in understanding as he continued the introductions "This is Spider-Man, the twins Scarlet Witch and Quicksilver, X-23, She-Hulk and the A-Bomb, the ones sitting up front piloting the jet are Mainframe and Wolverine."

"Nice to meet all of you." said Dick, just then Mainframe spoke up.

"Excuse me, sorry to interrupt but the jet's sonar system has just detected several flying objects coming our way." That's when they all realized that they weren't out of danger yet, sure enough several dozen giant robots called Sentinels were tailing them and started blasting in their direction. Supergirl quickly moved in to engage by flying at them with full super speed until one of the robots swatted her aside. "Take the controls Logan, I've got to get out there and help Supergirl." said Mainframe urgently "I'm coming too." Peter said, Logan quickly took the flight controls although he was grumbling to himself. As soon as Mainframe flew out into the fray with Spider-Man in tow, A-Bomb and She-Hulk leaped out to join the battle as did the Maximoff twins.

Just as Kara was falling towards the ground, Peter caught her in his arms as he was latched on to Mainframe and exclaimed "Hold on I've got you… Gwen?"

Kara stared at him for a minute in surprise and confusion before stuttering "No, I'm called Supergirl …"

As she wondered what he meant by that, one of the Sentinels fired at the Quinjet, breaking off one wing and Kara was horrified to see the plane fall. From inside the jet, Nightwing, Batgirl, X-23, Wolverine and Dr. Connors held on for dear life until something caught onto it and a green light enveloped it. "Hey, what's going on out there?" demanded Logan.

"Looks like help has arrived." said Dr. Connors "And someone is levitating us."

He was right and sure enough somebody was hovering outside the jet and levitating it with a force of willpower from a power ring on his right hand. This was Kyle Rayner, the Ultimate Green Lantern of Sector 2814 and he wore a green mask. Although his GL uniform had originally looked exactly like John Stewart's, but he made some changes to it by adding a longer breastplate that went down his abdomen, two green shoulder pads with a black stripe going across each one on his shoulders and green gloves that replaced the black ones with green wristbands. The Lantern emblem on his chest was also different because now it looked like a white oval in the center with two white lines on top and bottom, and he now wore green boots. He carefully lowered the jet to the ground and joined in on the action followed by four others who were also sent by the Justice League.

The first one was a young girl with blue eyes long black hair who wore a sleeveless black body suit with red stars on the front of it. She also had two silver bracelets and two silver armbands on her arms, silver moon-shaped earrings on her ears, a silver belt with a lasso attached, and wore a pair of white boots. This was Diana's younger sister Donna Troy, formerly known as Wonder Girl and currently known as Troia.

The second was a young green girl with red hair who wore a white suit with a red X-shape, a blue cape, a blue skirt, blue gloves, and a pair of blue boots. She was J'onn's niece M'gann M'orzz better known as Miss Martian, the third was a man on fire who had glowing white eyes and wore a red and yellow suit with a Quantum splicer strapped on his chest, this was Firestorm the merged super-form of High school student Ronnie Raymond and Professor Martin Stein.

Last but not least, the fourth was a young speedster a yellow suit with red gloves, a yellow cowl that had red goggles and lightning ear pieces, a red lightning emblem on the chest, and red pants with yellow boots. His name was Bart Allen better known as Kid Flash, the fastest teen alive and just like Batgirl, Nightwing, Supergirl, Troia and Miss Martian, he was a protégé only, but under the Flash's tutelage.

 **AN: The new Spider-Friends are finally meeting for the first time! But I think since this is taking place with a few Marvel heroes in the DC Universe, they would be better known as the Justice Avengers(something that's very similar to the Teen Titans, Young Justice, and the Young Avengers, but is in fact a branch of the Justice League). No doubt you'll get to see all of them interact with each other during the next chapter and they will team up for the first time in order to prevent the spreading of alien symbiotes. There are three reasons I included Firestorm in this story; 1) Spidey could enjoy spending time with Ronnie just as he did with Johnny Storm the Human Torch, 2) Ronnie and the Professor were meant to be included in an episode of** _ **Justice League Unlimited**_ **, 3) Professor Stein would be a worthwhile member of the team as a physicist and his value for scientific knowledge.**

 **Anyway, I hope you like that funny Ant-Man moment with Kara, Barbara and Dick. It's suppose to be some comic relief, and just so know I originally thought of including Jason Rusch in this story as Firestorm, but changed my mind when I figured that the Ronnie Raymond version would be better. So sound off your thoughts in the reviews below!**

 **Voice Cast**

 **Scott Lang/Ant-Man (Grant George)**

 **Scarlet Witch/Wanda Maximoff (Kate Higgins)**

 **Quicksilver/Pietro Maximoff (Mark Hildreth)**

 **Logan/Wolverine (Steven Blum)**

 **Jennifer Walters/She-Hulk (Eliza Dushku)**

 **Bruce Wayne/Batman (Kevin Conroy)**

 **Clark Kent/Superman (Tim Daly)**

 **Princess Diana/Wonder Woman (Susan Eisenburg)**

 **J'onn J'onzz/Martian Manhunter (Carl Lumbly)**

 **Green Lantern/John Stewart (Phil LaMarr)**

 **The Flash/Wally West (Michael Rosenbaum)**

 **Kara Zor-El/Supergirl (Nicholle Tom)**

 **Barbara Gordon/Batgirl (Tara Strong)**

 **Dick Grayson/Nightwing (Loren Lester)**

 **Dr. Curt Connors (Dee Bradley Baker)**


	3. Chapter 3:Secret Rebirth Part 3

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 3: Secret Rebirth Part 3

Batgirl and Nightwing stared at the scene unfolding before them in shock and bewilderment "Troia?" asked Batgirl.

"Firestorm? Miss Martain?" said Nightwing "what are they doing here?"

"Well, isn't it obvious?" asked Logan "they probably came here to help." Sure enough the five newcomers who had just shown up flew down to join the battle and as soon as Kyle Rayner set down the jet, he flew up to join the others.

"Sorry I'm late" he said flying alongside Mainframe and Supergirl who was now carrying Spider-Man by her side "There was a crisis happening on Quard until I got a call that there was another invasion of Earth." Donna, Miss Martian and Firestorm quickly joined the battle as the Sentinels opened fire.

The younger Green Lantern generated all kinds of constructs with his power ring to take out several robots, Miss Martian quickly turned intangible and phased right through two or three of the robots taking out their power batteries until another swatted her aside. A-Bomb just barely managed to leap in the air, catch her in his huge arms and set her down on a nearby ledge before jumping back into the fray and smashed six or seven robots along with She-Hulk, three more began firing shots at M'gann when Donna got in front of her. "Allow me" she said and deflected the blasts with her bracelets until one of the blasts bounced back at one of the robots causing it to fall towards both girls. Acting quickly, Kyle used his ring to conjure up a force field bubble which covered both girls saving them from the debris. "I need to swing on over there." Spider-Man told Supergirl "So I can web up a few of those Sentinels."

As soon as he said this, Kara managed to spin around and threw him towards one of the Sentinels, he latched onto it with his webbing and swung up on its back. Then he made a web lasso and caught another Sentinel around its neck, swinging it around smashing it into other Sentinels. Kara seeing what just happened was completely amazed, and also disgusted. "Wow that looks really amazing, but spider powers? Eww!"

Several other Sentinels landed on the ground to engage She-Hulk and the A-Bomb who were ready to pounce and pulverize them "Need a hand?" asked Firestorm who had joined them just now.

"Thanks, but I think we'll handle this" answered A-Bomb as he and She-Hulk jumped forward pounding and tearing the robots from limb to limb.

"They wouldn't look so tough if we just turn up the heat, don't you think so Professor?" asked Ronnie.

 _"Don't be so sure of yourself Ronald"_ a voice replied inside his head. _"We'll have to estimate the thickness of their shells, then absorb the atomic heat of radiation and use it against them."_

"Okay I'm with you Professor." said Ronnie as he flew towards the Sentinels and when one of them started firing in his direction, he put up a fiery shield to block the blasts and managed to absorb the radio-active heat and used it against the robots as the Professor suggested, causing them to explode instantly. The A-Bomb was completely surprised that a flying guy who was on fire could actually manage to do something like that. Wanda hexed as many Sentinels as she could while Pietro ran around several robots picking up a whirlwind "Hey! Keep it up!" Firestorm called out "A big gust of wind can also spread fire!" So Quicksilver run around the Sentinels creating a very powerful whirlwind, then Firestorm charged up all the atomic energy he had absorbed and fired it into the cyclone surrounding the robots and causing them to explode.

Meanwhile on the wide open space where the Quinjet was set down, Wolverine, X-23, Batgirl, Nightwing, and Dr. Connors were watching the battle and staying clear of whatever came falling near where they were. Just then a gust of wind blew past their faces and at first Logan thought it was Pietro, but when he turned around he saw it was someone else.

"Hi, I think you dropped this" said the newcomer who was sixteen years old with red hair and wore a yellow and red suit, he was also holding part of the jet's wing that had been damaged. "Kid Flash, is that you?" asked Nightwing piecing together all the details of who all had been sent.

"Yep, it's me alright" answered the young speedster, who was feeling pleased with himself.

The other young heroes soon arrived at the scene starting with Donna and M'gann, Kid Flash was taken aback by the sight of Donna "Wow! Where have you been all my life?" he asked.

"Thermyscira" she answered casually.

"Oh pinch me, I must be dreaming." Bart sighed "Ow!"

Spider-Man, in his annoyance had swatted him on the head "That is _not_ the way you look at ladies! He said sternly while Kid Flash rubbed the back of his head.

"Oh he's got you there little buddy" remarked Kyle smirking.

"Hold on" said Kara "You're from Thermysrira too?"

The younger Amazon nodded before answering "Yes, I am Donna Troy princess of the Amazons, younger sister of Princess Diana and daughter of Queen Hippolyta. When my sister contacted me and told me of the situation, I was eager to help and I couldn't bare to just stand off to the side."

M'gann nodded in understanding "I know what that's like, and by the way my name is M'gann M'orzz, and just like my uncle J'onn J'onzz I'm also from Mars." The others looked at her in amazement and stark surprise.

"Then it's a good thing that you showed up just in time." said Spider-Man "Yeah, I agree" added Ant-Man. "No not luck" said Mainframe "I hacked into the jet's communication system and gave them the coordinates of our location."

"Well no offence" said Kid Flash "but I'm usually quick on the uptake, so could somebody tell me what in the world is going on here?" They all turned to look at the newcomers, who were not from Earth-38.

* * *

 **One Hour Later**

"So Spider-Man and Ant-Man" said Donna "You and your companions were captured and brought here against your will?" while they were talking Kara and Mainframe repaired the jet by welding the right wing back on and fixing the Quinjet's communication system.

"Yes" Spider-Man answered "the perpetrators are also planning to infect innocent people with alien parasites called symbiotes." He went on to explain how the symbiotes bond with living hosts and if the host had powers, the symbiote would not only enhance them, but psychically gain knowledge of its host's powers, intelligence, and memories even going as far as feeding off on their anger and rage. "That all sounds completely bizarre." said Supergirl "I can't imagine alien parasites taking over people's minds symbiotically and get them to do what they want." She also took an opportunity to scan Spider-Man's mask with her X-Ray vision and saw his face beneath the mask. 'He's got a very pleasant face' she told herself 'although I don't like spiders, I just never imagined that he looked so cute under that mask.'

"Then we've got to do something before it's too late." insisted Green Lantern II.

"I'm afraid it is already too late." said Dr. Connors sadly, no sooner had he said that, there came a loud noise that sounded like shrill screams.

"That sounded like they just got their first victims." Mainframe said as he scanned the area zooming in on a nearby town and switched on a holographic screen displaying the news. Much to everyone's horror, the news showed Snapper Carr broadcasting with a broken space capsule in the background and tons of black and red goo all over the place.

" _In a recent turn of events, several strange space capsules crashed landed near the outskirts of New York, Metropolis, Gotham, and several other cities. Each one has broken open and something that looks like living ooze is spreading everywhere, even covering anyone who gets too close and it seems to be taking control of their bodies and changing them into monsters. If this is another alien invasion, then we had better hope the Justice League is seeing this and will do something about it."_

M'gann was horrified to see what was happening "We should do something!" she said quickly. The others looked at each other and knew she was right, Kara walked over and placed a hand on her shoulder.

"I understand how you're feeling." She told her "But we need a plan of action first."

The younger Green Lantern stepped forward "Then we should split up into teams and set out to find where the villains have set up their stations and figure out the aliens' weakness."

"Actually we don't have to." Ant-Man interjected "the aliens' weaknesses are getting easily burned and reacting to loud noises."

Kyle looked surprised and exchanged glances with the others "So all we have to do is build a sonic ray cannon that will weaken the aliens?" asked She-Hulk.

"Well, not just that" Spider-Man explained "but as it's turned on we'll have to keep up the loud noises until the symbiotes are separated from the host, then Firestorm can his flames to destroy the symbiotes for good." He paused for a minute before continuing "There is a third way to get rid of them, if only we had the Anti-Venom symbiote."

"Really, how will that work?" asked Donna.

Peter went on to explain that the Anti-Venom symbiote had this uncanny ability to drain other symbiotes and would cancel out all the side effects they had on previous hosts.

"So where is it now?" asked Nightwing "Well there's two options; The villains may have already destroyed it or they probably hide it away somewhere, but the best way to really get rid of the symbiotes is what I've already mentioned before."

As they were still discussing this, several individuals came upon the side of the hill and overheard the whole conversation. This was the Justice League and they had tracked down the young heroes to this location, and then they saw them conversing with several persons that they had never seen before. "That must be the prisoners who on board the strange ship." Superman told Batman.

"Yes, and they must have already told our protégés about what happened on the ship." Batman answered.

"Then why don't we go over there and talk to them about making plans to destroy these symbiotes once and for all?" insisted Diana. So they went down to talk with them and once the proper introductions were made, Spider-Man explained that they needed to put together a sonic ray cannon that could not only repel the symbiotes, but also separate them from their victims.

"So an old friend of yours wants to rule this world by using symbiotic alien parasites to control billions of people, that sounds completely worse than insane." Flash remarked, the others nodded in agreement and then Kyle spoke up "We were also just planning to split up into teams and finding where Osborn and the other villains had set their stations."

"Well then, the first team should go back up to the Watchtower and get together a few supplies to build the device we need." said Batman, they all nodded in agreement and separated in groups of three, four and five.

Spider-Man, Ant-Man and Dr. Connors accompanied J'onn and Batman up to the Watchtower, Logan and Laura teamed with Batgirl and Nightwing on a mission to Gotham, Diana and Donna partnered up and went with She-Hulk and Miss Martian to New York.

Mainframe and Supergirl took off with Green Arrow and Black Canary to Starling City, while Scarlet Witch and Quicksilver went with the Flash and Lantern Stewart to Central City, the A-Bomb and Firestorm joined forces with Lantern Rayner and Kid Flash who went to Coast City, everybody else teamed up, split up into groups and went to the other cities that were invested with the symbiotes.

* * *

 **Meanwhile**

Following the outcome of the heroes' escape from the Triskelion, Harry Osborn and his accomplices had fired off the separate capsules that spilled out the symbiotes and then set out to find new allies. At Helmut's suggestion, they went to the separate cities where the capsules had landed. The New Goblin was wearing a new green bodysuit with a retractable mask that had ski goggle-like lenses, and his new glider looked just like a snowboard with rocket engines. He was cruising through Central City looking for someone to recruit to his cause, there had been reports of a yellow-clad speedster running through this city against the Flash and so Harry believed that the man in the yellow suit would be very useful. Soon he found the place he was looking for, it was a shabby looking beatdown apartment building.

He ventured inside and found one of the suites to be taken, and saw an ID card lying on a coffee table that gave away the name of the person who owned the apartment.

He figured his new accomplice would arrive here at this place, so he parked his glider, went to sit on a bench and waited. Before long after half an hour passed, he heard the sound of what sounded like a rushing wind and then all at once, a yellow streak came racing down an alley and halted outside his door. It was a man wearing a yellow clad suit with a yellow cowl that had red lightning ear pieces, on his chest was a red lightning emblem that showed the lightning bolt pointing down to the left, red lightning along his waist and forearms, he also wore red boots and in this outfit, he looked as if he was the reverse of everything that the Flash was.

"Mr. Zolomon, I presume?" a voice suddenly asked, the speedster whirled and saw the person who called out his name.

"Who are you?" he demanded "How do you know my name?"

The Goblin smiled "My name is Harry Osborn and I'm here to offer you a deal."

The speedster stared at him for a moment before sighing "Alright I'm listening."

Helmut Zemo had gone to Gotham City to find a man called Bane who could enhance his strength with a formula called venom. When Zemo and the others had dug up some information about him, they immediately agreed to hire him and a few other criminals that also resided in Gotham. As Baron Zemo had reached his destination which was an abandoned warehouse, he stepped inside and found a door that lead upstairs.

He saw three men at a square table discussing plans to take over the city, the first which he recognized was a large muscular man called Bane, a skinny green-suited man named Edward Nygma who was also called the Riddler, and a masked man wearing a brown and orange outfit by the name of Dr. Jonathan Crane who was known better as the Scarecrow.

Just as Nygma was suggesting about getting an edge, Zemo stepped out of the shadows and announced "Well gentlemen, I believe I've got your edge right here." the threesome turned to stare at him in surprise.

"Who are you?" demanded Scarecrow "And how did you get in here?"

Helmut grinned "My name is Helmut Zemo, and I told you I've got your edge right here."

"Then what exactly is our edge?" Bane inquired.

"Why just the offer of an opportunity to get back at the man who kept interfering with your plans of action" Zemo replied "And became one of the Justice League's founding members."

Bane, Riddler, and Scarecrow were very indignant when they heard that, seeing as the Dark Knight had thwarted them before in the past. "And how pray tell do you intend to pull that off?" questioned the Riddler since the last time he partnered up with Bane, their schemes were foiled by who they thought was Batman, but it was actually Superman in disguise.

"Well your old enemy and the rest of the Justice League have gained some new allies recently." Zemo explained "Furthermore I must also explain that I have allies, and neither them nor I are from around here, since we came from another dimension."

The threesome were completely shocked at the last part, but then they grew interested when Zemo told them about how he and his allies succeeded with the first step of their plans only to be interrupted when Earth-38's youngest heroes rescued the prisoners they had captured. "So you would like our help in bringing down your worst enemies eh?" asked Bane "What do we have to lose?"

Nygma nodded in agreement as he added "Yes it seems we have another chance of revenge to get back at the Bat, and of course we'll help you catch this Spider character that you told us about."

* * *

 **Starling City**

While the villains from Earth-616 were busy recruiting allies, the heroes were all going to their respective areas to keep the symbiotes busy, and find out where the villains had set up shop. At the moment Mainframe, Supergirl, Green Arrow and Black Canary had finally arrived at their destination.

From on top of a rooftop, they could see the whole city was filled with symbiote-possessed people running through the streets. "I really don't like the looks of this." said Dinah staring down at the chaos that was spreading across town.

"Yeah I agree" answered Supergirl "It's just sickening to those slimy things crawl all over everybody and infect them."

"Well it's a good thing we came here." Mainframe assured "So we could not only use loud noises to repel and separate the symbiotes from their victims, but also to find out what the enemy is up to."

"Then we'd better get a move on" said Green Arrow "If we're going to wipe out those infernal parasites, then we need to get on with it."

So that's exactly what they did, Mainframe turned on his sonic wave disrupter and a blast of sonic soundwaves came out. The blast hit ten to eighteen infected victims repelling and separating the symbiotes, causing them to leave the bodies of their victims.

Black Canary did the same thing using her sonic scream on ten to twelve victims, once the amorphous blobs of goo were separated from their victims they tried to get away, but Green Arrow and Supergirl blocked their escape with multiple shots of heat vision and explosive arrows.

Then they corralled the alien lifeforms and Mainframe activated his missiles that flew right at the symbiotes, blowing them up for good. "Well that's all in a day's work." remarked Kara and then she noticed something crawling along the ground, it a piece of symbiote, she fired her heat vision and disintegrated it.

"That just about covers it" said Black Canary "Now we'd better report back to the Watchtower and see if the sonic soundwave cannons are ready to move."

* * *

 **Coast City**

While this was happening, A-Bomb and Firestorm went with Green Lantern II and Kid Flash to Coast City. Kid Flash was running on the water, while Firestorm was flying alongside Kyle who carried the A-Bomb with light projecting from his ring.

"We've been going at this for an hour and still no sign of symbiotic alien lifeforms." complained Firestorm.

"Oh you're just no fun at all" teased Kid Flash.

"This isn't suppose to be fun" said Kyle sternly "we're on a mission and we've got a job to do, so we need to do this without any distractions."

"A-Bomb agrees with glowing man" growled the A-Bomb. "We must find where space capsule landed and smash puny symbiotes!" Kid Flash seemed a bit surprised that the big blue gargantuan creature sounded completely determined to destroy something. So the quartet continued to the outskirts of Coast City and found the spot where the capsule containing symbiotes had crashed.

A large mass of black and red goo was crawling all over the place, and it was attaching itself to anyone who got too close. "What are we waiting for?" asked Bart "Let's get down there and kick some ass!"

"We need a plan of action first." Kyle told him firmly "Now here's what we're gonna do…" but Kid Flash ran off and tried to overpower a few infected victims of the symbiotes, but he wound up getting knocked into a sidewalk that still had wet cement and got stuck. "Why that inconsiderate little twerp" groaned Firestorm.

 _"I couldn't agree more Ronald."_ said the Professor inside his head, the A-Bomb growled in agreement and Kyle just shook his head in disgust. So they jumped into action, A-Bomb smashed the ground with his fists knocking the symbiote-possessed victims off their feet, Green Lantern II conjured up the construct of a sonic cannon that gave off loud soundwaves causing the symbiotes to writhing in pain. Once the black sludge was separated from its victims, Firestorm turned loose the heatwave of a supernova destroying all the symbiotes.

Then Kyle proceeded to turn Bart loose from the cement, and he was very upset with him. "When are you going to ever learn the importance of teamwork?" he asked sternly "When I said that we need a plan of action first, I meant that we have to think before we act and look before you leap."

"Oh come on" insisted Bart "I was just trying to stop a few rotten aliens and bring them down hard."

"Well you should learn to do better than that" said Kyle "I hope the others are having better luck than we are."

* * *

 **Watchtower Laboratory**

Spider-Man, Ant-Man and Dr. Connors worked vigorously to put the sonic ray cannon together, they only needed the right parts necessary to complete the project "Well doc, all we need now is to install the microchips that will fire this baby up." said Ant-Man.

"Then we're going to need to make sure that the cannon has been completely charged up" said Dr. Connors "And we will take it down to Earth once it's ready."

In a few minutes, the cannon was locked and loaded. Dr. Connors quickly examined the remaining chips that finally gave the cannon full power "Alright it's ready to go" said Peter.

"Good then we better get back down to Earth." Said Batman coming in "I just received word from Batgirl and Nightwing over in Gotham that Baron Zemo is rounding up a few recruits to their cause, Flash had also patched in and reported that the New Goblin just recruited Zoom to his group."

Peter wondered what kind of villains existed in this reality "Well as soon as we join up with the others, I'd like to see what type of villains Osborn might have recruited to his cause."

With that, they all went to the teleporter that would transport them down to Earth. As soon as the coordinates for Gotham City were typed in, they disappeared in a beam of light.

* * *

 **Central City**

Wanda, Pietro, Flash and John Stewart succeeded with separating the symbiotes from their victims. Then after making sure that innocent civilians were safe, they turned their attention to burning the symbiotes "Well I guess that's a wrap." said Flash as the last symbiote was burned to a crisp.

Just then Wanda sensed a familiar presence that she had felt since the Triskelion "We're not out of danger yet." She said "Look over there."

They all turned their heads and sure enough, Magneto the master of metal was levitating above them. "And here I thought you would have learned your lesson by now." he said to his daughter "To think that you and your brother are still persisting on helping heroes interfere with perfected plans for the future."

"Do you and Pietro know this old fellow?" asked Green Lantern.

"Yes" Wanda answered "He's my father, and he once deceived me and my brother by not telling us that we were related when he manipulated us into joining his Brotherhood. He even had innocent people killed just to have his own way."

John and Wally stared at the older man hovering above them, and silently agreed with the twins "Then we've got to apprehend him and bring him in." said Flash grimly. So with that both the Scarlet Speedster and young speeding mutant ran towards the master of magnetism, dodging whatever metal object he threw at them.

Scarlet Witch used her telekinesis to repel the objects, and Green Lantern used his power ring to conjure up the construct of a giant fist to knock down Magneto, since Wally and Pietro were only distracting him.

After the older mutant was down on the ground, the Earth's older resident Lantern, the fastest man alive, and the two younger mutants surrounded him. "So what's with the dorky looking helmet?" asked Flash.

"Our father uses that helmet just to prevent telepaths from reading or controlling his mind." Pietro explained.

"Then we better contact the Watchtower to bring us up so he can be brought in for questioning." John inserted "Maybe he could tell us something about where his comrades are right away or one of our own telepaths will have get the information from him."

They all nodded in agreement, and John radioed the Watchtower to beam them up and pretty soon, a bright light enveloped them and they disappeared from sight.

* * *

 **Gotham City**

Spider-Man and Ant-Man, with help from Batman and Dr. Connors managed to successfully dispose of all the symbiotes in Gotham with the sonic ray cannon. As soon as all the alien parasites were removed from their victims, Batman threw some explosive batarangs at them.

"That's a wrap" said Ant-Man.

"Yeah I agree" answered Spider-Man "now we better see how everybody else is doing."

Batman nodded in agreement "Very well, I'll just contact Superman in Metropolis and let him know we're on our way."

At that moment, the Dark Knight's commlink went off indicating that someone was calling. He pressed the button on the earpiece and a voice answered " _Batman, my own team and I just finished our job in Central City, we also just encountered the twins' father Magneto and captured him alive. So we brought him back up to the Watchtower for interrogation about his comrades' whereabouts."_

"Alright we'll be right with you, Batman out." Batman replied and turned back to his other companions. "We need to go and regroup with Batgirl and Nightwing, and they'll tell us what they found out about Zemo."

* * *

 **Meanwhile in Atlantis**

At the bottom of the Atlantic ocean, lay the beautiful city of Atlantis. In the royal palace lived the king and queen, Arthur Curry and his wife Mera, at the moment both of them were spending some quality time with their baby son.

"Your Majesties! A message just came from the Justice League." The royal chanceler announced after coming into the room. Arthur hated to be interrupted from spending time with his family, but if it was really important then he would have a few personal matters to take care of.

* * *

 **One Hour Later on the coast of Maine**

The heroes finished up clearing out all the symbiotes in other cities in other states, when Spider-Man's group had finally caught up with Nightwing and Batgirl, the pair gave them a rundown on what they learned about Zemo recruiting Bane, Riddler, and Scarecrow. "That's not the first time he's ever recruited allies." Spider-Man told them "He takes after his father Heinrich Zemo, who was a Nazi and a member of HYDRA in World War II."

Batman raised an eyebrow at the mention of HYDRA since he never heard about it in the first place. "Then there's no time to waste, as soon as J'onn is done interrogating Magneto, we should have the information of his compatriots' location."

Just then his commlink sounded _"Batman"_ came J'onn's voice _"I have gotten the information from Magneto. He said that the whole symbiote situation was just to keep us distracted from what his comrades are planning to do."_

Batman was shocked when he heard that so he asked his Martian colleague "J'onn did he say anything else?"

" _He also admitted something about a nuclear device for world domination."_ J'onn answered " _that Doom, Zemo, Octavius and the Goblin would install it on top of the Empire State Building in New York. Once it has been activated, it will instantly connect to all the satellites, network programs and internet services around the world. Also the Goblin will be waiting for Spider-Man to arrive in case he interferes."_

"Alright Batman out." The Gotham Guardian turned back to his companions with a concerned look on his face. "That was J'onn" he told Spider-Man and the others "He said that while we've been occupied with the symbiotes, the other villains have been working on a nuclear device that will instantly connect to various parts of the internet once they've installed it on top of the Empire State Building."

"So that's been their plan all along!" Spider-Man exclaimed.

"Then we'd better get to New York if we're still going to stop them." Ant-Man added.

The Atlanteans are on their way to keep the last of the symbiotes from getting in the ocean." Batman explained "As soon as the others get here, we'll surround them and Aquaman will use his power over the seas to keep them from swimming away."

No sooner had he spoke, the other separate teams and the army of Atlantis arrived, Aquaman used his trident to manipulate the waves to raise up crash down on the enemy. Firestorm blasted a wave of atomic heat surrounding the red symbiotes causing them to fall off their victims. Arthur's protégé, Kaldur'ahm AKA Aqualad electrified water puddles that a few symbiotes were standing in.

Flash and Kid Flash raced around the black symbiotes trapping them in one place with the force of a whirlwind.

Spider-Man and Ant-Man activated the sonic cannon while the Green Lanterns formed constructs of the same thing, Black Canary drew in a deep breath preparing to use her sonic scream.

Then from three sides came loud soundwaves that paralyzed the alien lifeforms, and they were forcefully separated from the people that they bonded to.

Once they were separated, Firestorm blasted a jet of flames killing the symbiotes before they could escape. "Good job everybody." Spider-Man told the others and filled them in on what they heard from J'onn.

"So Doom, Zemo, Octavius and the Goblin are going to install a nuclear device on top of the Empire State Building?" Superman asked.

"Yes" answered Spider-Man "we've got to New York before they even start what they're doing." The others nodded in agreement.

Arthur, the king of Atlantis stepped forward "Then we should waste no more time getting over there and quickly stopping them."

"Well they might have already installed it while we were fighting the symbiotes." Batman explained "So J'onn also informed me that Magneto told him that the Green Goblin will be lying in wait for Spider-Man."

Everyone else was skeptical when they heard that "Then it looks like Spider-Man will a team to go along with him to stop the Goblin." Superman stated "Any volunteers?"

* * *

 **Thirty Minutes Later**

Spider-Man, Ant-Man, She-Hulk, the A-Bomb, Wolverine, X-23 and the Maximoff twins finally arrived in New York City. The heroes who volunteered were; Supergirl, Batgirl, Nightwing, Aqualad, Kid Flash, Green Lantern II, Troia, Miss Martian and Firestorm. They all landed inside a parking garage with Kid Flash and Pietro speeding ahead carrying Logan and Laura, Spider-Man swung inside with a miniature Ant-Man on his shoulder, Kara flew in carrying Dick and Barbara, Donna flew in carrying Scarlet Witch, Kyle levitated the A-Bomb and She-Hulk until they were close enough to the ground, M'gann set down Kaldur and Firestorm flew in last since he couldn't carry anybody.

"Oh Man, this city looks deserted" remarked Bart staring out over the streets, he was right everything was totally quiet from no signs of life.

"Well we've got to get to the Empire State Building." Peter told him "If we're going to stop the Goblin from proceeding with the final step of his master plan."

Just then a loud sound went through the air and a voice on a transmission speaker called out _"Spider-Man, if you and your new companions have arrived, bare in mind that we've installed the nuclear device right on top of the Empire State Building. This is the Green Goblin, and I want to meet you at the Brooklyn Bridge, we have taken a few hostages, so be there in ten minutes and come alone, in case you were wondering we scared all the civilians indoors just so they could be out of the way. But remember! Don't be late!"_

The transmission ended and the heroes were stunned into silence and they exchanged looks with one another "Well it looks like I've got a meeting with my worst enemy." Peter told them grimly.

"What!" cried Kara coming up to him "No, you can't go alone! They'll kill you, it might be a trap!"

"Then we're going to figure something out before it's too late." Peter told her gently.

"I think I might have an idea." M'gann spoke up the others looked towards her and then at each other thinking the exact same thing.

Meanwhile on the Brooklyn Bridge, Harry Osborn in his new Goblin armor was standing above the archway, the exact same spot where his father had murdered Gwen Stacy. His partner Roderick Kingsley Aka the Hobgoblin also was there with him lying in wait for Spider-Man, they had managed to secure the hostages in a van that was parked in the middle of the Bridge.

Before long there came the familiar sound of web shooters, and Spider-Man landed near the van and was about to open it, when suddenly a mechanical gadget landed on the roof and electric sparks shot out.

The Green Goblin and Hobgoblin flew down on their gliders to ground level to oppose the webhead "It's so weird when people turn up on the bridge" Harry remarked "Don't you think that's weird?" he asked his partner.

"Absolutely weird" answered Kingsley.

"Let these people go Harry" reasoned Peter "I came just as you requested, so you don't have to hold them hostage anymore."

Just then a big man wearing a lionskin vest and leopard-skin jeans jumped down from the archway, he was Sergei Kravinoff, a big game hunter who went by the alias of Kraven the Hunter. "So we meet again Spider-Man"

"Nice to see you too, Kraven" Spider-Man answered.

"Hey Spider" said a sultry feminine voice, the wallcrawler turned and saw a young woman with long white hair, a small face-mask, and a black bodysuit who also entered the scene, she was Felica Hardy, a cat burglar who went by as the Black Cat. "You know what's going to happen, do you honestly think you just pouch your way out of this one?" Spider-Man turned back to the Goblins, he had a bad feeling that Harry wasn't going to keep his word.

"Alright, I've run out of patience" Harry told his old friend before putting his hands together and calling out "LIGHTNING BOLT!"

Before the wallcrawler could comprehend what was just said, something suddenly grabbed him and tied him up, knocking him against the van, even his web shooters were snatched away. Whatever had knocked him down, slowed down and revealed to be a man in a yellow suit.

"Good work Zoom" said Harry "Now as for the hostages, they're not going anywhere right now, I want them to see their so-called rescuer die in front of them."

"Well I'm not surprised that you've set a trap." Peter told him "But this isn't the first time, and there's just one problem."

"Yeah what's that?" Harry asked out of curiousity.

"You just caught the wrong one." Peter smirked and then suddenly he stood up, the ropes fell off as if he had just phased right through them, he changed right before their eyes and became a green girl, revealing that it had been Miss Martian the whole time. "What is this?!" cried Harry, all his accomplices were also very shocked to see this happening, just then someone landed on top of the van, they turned and were stunned to see that it was actually the real Spider-Man.

"Alright Lang." Spider-Man gave an order and unknown to the villains, Scott Lang AKA Ant-Man was hiding in the web shooters. He silently crawled up on top and changed back to his normal size, jumping in the air and kicking Zoom square in the jaw.

"Hey, what the hell was that?" demanded Hobgoblin, who had never seen anything like it.

"I believe these are yours Spider-Man" said Ant-Man proudly holding up the web shooters and giving them back to the real Spider-Man. Furious, the Green Goblin scanned the area for whoever else had also come with his most hated enemy.

"Oh great, there's more of them!" he growled impatiently "Seven of them are unfamiliar, the others are seven of the prisoners we captured!"

As he was still speaking, She-Hulk and A-Bomb jumped down onto the bridge and ripped open the van, startling the hostages who were alarmed at first. But they quickly calmed down when Kara, Donna and M'gann freed them from their restraints and with help from the two speedsters, they carried them off to safety away from the Bridge.

"Well it's time to call for reinforcements." Black Cat told him, so with that Harry put a finger to his communicator and contacted his trump cards who were none other than Blizzard, Rhino, Shocker and the Absorbing Man. Followed by Bane, Riddler, Scarecrow and King Shark, then the battle began.

The heroes and villains charged towards each other, the Green Goblin furiously attacked Spider-Man who blocked his blows with the special built-in Vibranium armor which he concealed inside his suit. Firestorm flew towards Blizzard and they engaged in an elemental fight of heat and cold, while Mainframe exchanged blasts with Shocker and then took turns with Kara and Miss Martian fighting against the Hobgoblin.

"Look... I really don't want to hurt you." Ant-Man told Black Cat "I wouldn't stress about it" she answered kicking him in the shin and tried to pin him down, but he quickly shrank in size and threw her down hard.

Quicksilver and Kid Flash fought two-against-one with Zoom who could hardly keep up, Donna and She-Hulk went head to head with the Absorbing Man who tried to strike them with his chain ball, Aqualad led King Shark on a wild goose chase underwater until he shocked him just like an electric eel. The others fought with whatever opponents came their way.

Nightwing and Batgirl managed to subdue Riddler and Scarecrow, then Dick ran over to Peter "We need to go now, that device is about to go off anytime."

"Right" answered Peter "I'll go help the others while you and Batgirl go up to the Empire State Building."

"No, both of you get up to that building." Mainframe instructed "Along with Batgirl and Supergirl, the rest of us will keep the enemy busy."

"Okay Mainframe what's the play?" Peter asked.

"We need a diversion, something big." Mainframe answered.

"I've got something kinda big." Ant-Man called out "But I can't hold it very long, on my signal run like the wind, if I tear myself in half don't come back for me."

"He's gonna tear himself in half?!" asked Batgirl in alarm.

"Are you sure about this Scott?" asked Peter.

"Yeah I do it all the time." Scott replied "I mean once in a lab, and I passed out." As he spoke, he went running along the bridge ramp, muttering to himself "I'm the boss, I'm the boss, I'm the boss, I'm the boss, I'm the boss, I'm the BOSS!" Then at the last minute, he jumped on the Hobgoblin's glider. Then he turned on an image display on his left arm and set the blue Pym Particles at the highest rate. He shut his eyes and pressed the button on his left glove, all at once he instantly grew taller until he was over sixty-five feet tall, grabbing the Hobgoblin's left leg.

This outcome also caught everybody's attention "Holy shit!" Zoom cried, Kingsley after being grabbed turned his head around and exclaimed. "Okay tiny dude is big now! He's big now!"

Everybody including Peter, Kara, Dick and Barbara looked up in amazement "I guess that's the signal." Peter told them, and the other three nodded in agreement.

"Then I guess there's no time to loose." Kara said as she lifted Batgirl on her shoulders and took off towards the Empire State Building, Peter followed close behind carrying Nightwing.

"Way to go Tick-tack!" Mainframe called out.

Ant-Man, now in giant-sized form as Giant-Man, broke the Hobgoblin's glider and threw its rider across the river until Kingsley fell in the water. Enraged, Harry flew towards the Giant-Man on his glider, but Mainframe caught him and wrestled him in midair. Kraven took notice of Spider-Man with three other people racing towards the location of the nuclear device, he run after them to catch up but Giant-Man blocked his path and taunted him. "You wanna get to them, you gotta go through me."

So with that, he kicked him down back the way he came and Logan came running up and tackled Kraven "You and I have some unfinished business bub."

Peter, Kara, Dick and Barbara made it over to the Empire State Building and found the location of the nuclear device at the top. "Okay it looks like I could just smash that thing and make an end to this." Kara suggested, the other three just looked at her with incredulous looks on their faces.

"No Kara" said Batgirl gravely "we've got to take it apart carefully and deprogram it from gaining access to the internet and all the satellites."

"Sounds reasonable enough" said Spider-Man "Let's get started shall we?" the quartet began disassembling the device from four sides.

Meanwhile on the ground Harry's team was having a difficult time with Giant-Man and the rest of Spider-Man's team. Wolverine sliced Kraven's knives to pieces, Firestorm used a tremendous amount of atomic energy to overwhelm Blizzard "The heat is on!" he cried 'Ronald I wish you didn't have to say every time we flew into battle.' Professor Stein told him inside his head.

The Goblin was getting frustrated "It's time to end this." He shouted firing round after round of bullets and missiles until he was very close to killing Kaldur, but Quicksilver got in the way and was penetrated by hard bullets much to the horror of his sister and everyone else. "You…didn't see that…coming" he gasped before falling down and closing his eyes for the last time, Pietro Maximoff was dead.

"NO!" Wanda screamed out knowing her brother was dead, Kaldur could not believe that Quicksilver actually managed to put his whole life on the line.

In sudden anger, the Scarlet Witch turned on the Green Goblin stopping him in midair with her telekinesis and throwing him to the ground. She was ready to pulverize him when Logan stopped her "Wanda stop! It's over!" he told her sternly "But he..."

"Yes I know he killed Pietro, but anger is not going to help and he's not worth it." Wolverine said seriously, the others gathered up their beaten opponents while Ant-Man shrank back down to his normal size.

Peter, Kara, Dick and Barbara returned with the disassembled deprogramed device which Kara instantly smashed with her bare hands. When they saw Quicksilver laying dead on the ground they were very shocked "What happened here?" asked Spider-Man.

"The Goblin went out of his mind firing at everybody." Logan answered "he almost got Aqualad when Pietro got in the way."

Spider-Man was exceedingly sorry when he heard that "I'm so sorry Wanda" he told her "Pietro was a good man and a good brother, but you need to be strong for him now we all do." Wanda nodded in understanding and just broke down crying over her brother. Supergirl, Batgirl and Nightwing looked at the scene feeling very sad and sorry for her, until Ant-Man cleared his throat "Sorry to spoil the moment but I think it's time to wrap this up and call it a day."

They all exchanged glances knowing he was right, Peter gently put a hand on Wanda's shoulder "Come on Wanda we have to go now, the Goblin and your father are finally captured. As for Loki, Doom, Zemo and Doc Ock we'll get them just as soon as we find them." She wiped her eyes and was helped to her feet by Kara and Barbara, the boys obliged to carry Pietro's body until the Justice League arrived.

* * *

 **Two Months Later**

Wanda stood on the roof of the Triskelion staring out at the view, two months since they foiled the Goblin's plans, captured him and sent him back home to Earth-616 where S.H.I.E.L.D. took him into custody and locked him up for good. Ant-Man, She-Hulk and Dr. Connors also returned home and reunited with their families, but Wanda decided that she was staying on Earth-38 because mutants weren't liked very much back home and was glad to have her father out of her life for good.

Wolverine and X-23 were also glad to return home to their own dimension and wished Wanda the best of luck before they left, A-Bomb also decided that he was staying because back home no one could see past his big blue scaly appearance as a Gamma Beast. Spider-Man had made a request to Nick Fury that all of his personal belongings, along with Wanda's and Rick's, be moved to Earth-38 since there was nothing left for them back home and the three had decided to start over. The old Triskelion had remodeled to operate like a tower, a compound and private HQ, courtesy of Wayne Industries while on Earth-616, S.H.I.E.L.D. built a new Triskelion. Of course Superman, Mainframe, the Green Lanterns and a few others who fly carried it out for reconstruction on Long Island, NY.

"Penny for your thoughts Wanda?" asked Kara, over the last two months they had also gotten to know each other such as showing their true identities; that Peter Parker was Spider-Man, that Dick Grayson was Nightwing, that Kara Kent and Barbara Gordon were Supergirl and Batgirl, that Earth's other Green Lantern was Kyle Rayner and Firestorm was the merged super-form of Ronnie Raymond and Professor Martin Stein. But Barbara had to return home to Gotham and Kid Flash went back to Jump City.

"I'm just glad to live where they're not criticizing mutants for being born different." She answered which Kara understood perfectly, close by Spider-Man, Nightwing, Mainframe and Professor Stein were discussing plans for the future.

"Do you think anybody will mind just a few superpowered individuals and masked vigilantes setting up their base of operations here?" asked Peter.

"Well the Teen Titans over in Jump City have their own tower on a little island with a long bridge connecting to the main land." Dick explained, since he was once the original leader.

"This will be the perfect place to train future members of the Justice League." Stein told them "As soon as we get the training room set up and everything organized around here."

"I couldn't agree more than that Prof" said Ronnie coming out of the newly designed cafeteria followed by Rick and M'gann.

"But where will we attend classes?" asked Rick.

"Oh I'm sure that Batman will make arrangements for attending classes." Stein assured him "But we have some important matters to discuss."

"I gotta hand to the League that this place is amazing" said Kyle floating down with Donna beside him "But what does it have to do with us?"

Spider-Man stepped forward "Most of the time I was used to working alone, how I thought that I could make a difference by not working on a team. But I was wrong, by working together we foiled the new Green Goblin's schemes and saved all of civilization. So I think it's time to form a new team that will work on protecting and preserving New York City and the rest of the world."

"So what did you have in mind?" asked Ronnie "The new Spider-Friends? the New York City gang?"

"More like the Prime... Avengers" said Spider-Man proudly "What do you all think?" the others looked at each other.

"Don't you know how corny that sounds?" asked Ronnie curiously.

"I think he's got a point Ronald" the Professor told him "It sounds like something that could protect the whole multiverse."

"Okay I guess I'm in" said Ronnie putting out his hand in a gesture that he was joining up.

"I think it sounds pretty cool" said Kara stepping forward and putting out her hand "I'm all for it, count me in."

Mainframe also stepped forward. "Not without me"

"Well so am I" answered Kyle, also stepping forwards.

"Me too" added Ricky, stepping up.

"I am honored to be included" M'gann responded enthusiastically.

"Well I have been part of a team before." Donna replied "But I shall gladly join this one."

They all joined their right hands together in a way that showed a new team was firmly established "What about you Dick?" asked Peter prompting everyone to look at Nightwing who answered "I don't know, it's been a long time since I've been on a team. But if any of you need my help and Batgirl's, just call us." So he turned and left to return to Bludhaven.

Wanda stood off to the side still feeling sad "Wanda what is it, what's wrong?" asked Peter concerned.

"I just wish Pietro was here to see all this" she answered.

"Oh he'd be very proud." Peter assured her "You may have lost your real family, but you'd have us then we be your surrogate family." Wanda looked at him and everyone else who smiled at her knowingly, which caused her blush in spite of herself.

"Then what do I have to lose?" she replied much to everybody's delight at her decision.

* * *

 **My apologies for the update taking so long, but I wanted to make sure the chapter came out alright. So here it is! My third chapter is finally done, thus completing the 'Secret Rebirth' arc. Just bear in mind that previous episodes 'Initiation', 'Man who has Everything', 'Kids' Stuff', 'This Little Piggy', 'Fearful Symmetry' and 'The Return' have already happened. I originally thought of calling Spidey's team 'Justice Avengers', but changed my mind when I figured that 'Prime Avengers' was more appropriate. Anyways if I include any fantastic twists in this story it'll be; A-Bomb VS Wendigo, the Hulk on Apokolips, Thanksgiving and Christmas with the Kents, the Vision and Firestorm VS Ultron and a villainous team-up that's similar to the Rogues, the Sinister Six and the Superman Revenge Squad. Just sound off your thoughts and opinions below!**

 **Voice Cast**

 **Kyle Rayner/Green Lantern (Will Friedle)**

 **Donna Troy/Troia (Grey DeLisle-Griffin)**

 **Firestorm/Ronnie Raymond (PJ Byrne)**

 **Professor Martin Stein (Stephen Tobolowsky)**

 **M'gann M'orzz/Miss Martian (Danica McKellar)**

 **Rick Jones/the A-Bomb (Seth Green)**

 **Bart Allen/Kid Flash (Jason Marsden)**

 **Oliver Queen/Green Arrow (Kin Shriner)**

 **Dinah Lance/Black Canary (Morena Baccarin)**

 **Harry Osborn/Green Goblin II (Matt Lanter)**

 **Roderick Kingsley/Hobgoblin (Courtney B. Vance)**


	4. Chapter 4: Family and Friends

**JLU SPIDER-FRIENDS: THE JOURNEY BEGINS**

Chapter 4: Family and Friends

 **Forgive me that I didn't mention Aqualad joining the new team! Since I was in a hurry to finish the last chapter. This chapter will definitely include something about CADMUS since they're going to play a major part in this story, and I'm sticking with Supergirl's clone Galatea being a villain. The second Scarlet Spider called Kaine might make an appearance but instead of Agent-G's version, I'll go with the Clone Saga version such as the costume with black on top and red on bottom(if you know what I mean that is). In this chapter there will talks about family backgrounds and lost loved ones, Peter will also get this chance to finally move on with his life and a couple of DC villains who have been presumed dead will return later on down the line during the course of this story.**

 **Three Weeks Later**

In the underground level of the Triskelion building, the young heroes were training in an exercise area that looked a whole lot more like the X-Men's Danger Room. Peter and Mainframe had programed that training room with 42 levels, the first ten each had a holographic display of New York so the team could practice fighting against holograms of Spider-Man's villains and Chitauri invaders. At the moment they were training on Level 7 and it was the exercise that they fought against androids covered with holograms of the Sinister Seven. The only ones who participated were A-Bomb, M'gann, Donna, Wanda, Kaldur and Firestorm since the other members were off doing something else.

Kara had gone back to Smallville so she could finish school, Barbara returned to Gotham to take college classes, Dick was busy in Bludhaven and Kyle had returned to Oa because he was still stationed somewhere else across the galaxy.

During the training exercise Spider-Man dodged Doc Ock's tentacles, Aqualad fought with Kraven the Hunter exchanging blows with hydro-swords against spear, the A-Bomb wrestled with Rhino on the ground, M'gann phased through the Living Brain's circuits pulling out its wires, Wanda fought against Mysterio's solid illusions by using her hex volts, Donna deflected Scorpion's stinger with her bracelets and Firestorm exchanged blasts with Electro.

' _Careful Ronald'_ said the Professor _'Electro has powers based on lightning and electricity, not fire and nuclear energy.'_

"Relax Prof I know what I'm doing." Ronnie answered as he used his nuclear ability to phase through the floor and come up again behind the illusion of the electrical villain, raised both hands above his head and knocked out his opponent. After the Living Brain illusion fell down, M'gann flew over to assist Wanda against Mysterio and together they psychically overpowered the master of illusions. Donna fought with the Scorpion until she grabbed his tail and with all her strength threw him down on the ground hard, Kaldur knocked Kraven to the ground with one strike and over to help Spider-Man against Doc Octopus, and together they entangled him in his own tentacles.

That neared the end of the exercise since they had been going at it for an hour, so they headed out for lunch. While eating in the cafeteria they talked about many different things such as heritage, traveling and adventure, but they most likely talked about family backgrounds.

Wanda talked about how she and her brother were born on Mount Wundagore in Transia, home of the High Evolutionary, and that the two of them were placed in the care of the Romani Django and Marya Maximoff who raised them as their own.

 **(I don't need to give all the details of Wanda's backstory, that would take up too much room)**

The others were shocked and felt very sorry for her when she talked about the traumatic events that lead to her and Pietro being alone, until they were saved by Magneto whom they didn't realize was actually their real father. Then Kaldur told her about how when his powers manifested, it had been revealed that Black Manta was actually his father which kind of surprised Wanda.

M'gann talked of how before the Martian Wars began on Mars, she had been found as a baby by a family of green Martians who took her in and raised her as one of their own, her adoptive mother was J'onn's sister which was why her uncle J'onn was okay with it.

Rick explained that he lost his parents at a young age and ended up living in an orphanage in Scarsdale, Arizona.

"Finally when I was old enough some kids at the orphanage dared me to drive out to a bomb testing ground in New Mexico. There I met Dr. Bruce Banner for the first time as the gamma bomb he designed was being tested, all of a sudden the bomb instantly went off with a massive release of radiation." Rick paused before for a second before he continued "Then at the last minute Banner pushed me into a trench that saved my life, he got caught in the wave of gamma rays that lead to his transformation into the Hulk."

Everyone else, save for Peter, was amazed at that last part "That must have been very selfless of Dr. Banner to put you into that trench at the last minute." M'gann told him, Rick nodded "Yes ever since that incident, I stuck close to Banner and his big green alter ego and I became the sole confidant of the Hulk's true identity."

So the discussion went on with Donna explaining how she and her older sister were formed from clay by their mother and brought to life by Zeus. Just then the intercom sounded "Excuse me everybody" called Mainframe's voice "But I believe we've got company coming."

The young heroes looked at each other and then got up to head outside. They were just in time to see one of the Javelins from the Watchtower land on the landing pad not far from the driveway. Once the Javelin landed, out stepped Superman, J'onn, Diana, and Green Lantern Stewart "Hey Supes, J'onn, GL, Diana how are ya'll doing? What brings you here?" asked Spider-Man.

"We just came down from the Watchtower to check up on things." Superman answered "Anyway how goes things around here?"

"Just the same as always" said Peter

"Well that's great, now would you mind if I talked with you privately?"

Peter thought for a moment before answering "Okay sure come inside and we'll talk." So they went inside to talk for a few minutes, after a while Superman decided to change the subject "How would you like to out to Kansas for the weekend?"

"Really?" Peter couldn't believe that he of all people was being invited to Smallville, Kansas "Oh sure, I'd like that." Superman grinned "Then it's settled, as soon as you're ready I'll take you, and whoever else you wish to bring, down to Smallville. Did Kara tell you about the founding Leaguers' real names?"

* * *

 **Elsewhere**

While this was happening, a meeting took place in a government facility. Several people sat around a round table conversing about their next move of action, until a solider burst through the doors. "Director there's just been some confirmation to the reports that the energy source from three weeks earlier is connected to the strange heroes that helped the Justice League stop the invasion of alien parasites."

"You mean the ones called Spider-Man, Mainframe and the A-Bomb?" asked the Director who was an African-American woman, whose name was Amanda Waller.

"Yes ma'am" the solider answered "I've also heard that they're from another dimension and have taken up residence in New York City and formed a team called the Prime Avengers." The people sitting around the table exchanged glances and then looked back at the solider again. "Very well we'll look into it later, but in the meantime keep them monitored and find out what kind of danger they could pose."

"Yes ma'am" the solider answered leaving the room, as soon as he was out of sight the people sitting around the table resumed their discussion. "This is the most unusual turn of events" said a brown-haired scientist with glasses named Emil Hamilton a professor who was once a trusted ally of Superman, until he went to work with Cadmus and created a clone of Supergirl. "Yes Professor it is unusual" answered a bald man in a fancy business suit, this was Lex Luthor a billionaire philanthropist who funded Project Cadmus and was planning on running for President.

"But if this Spider-Man and the other two that were just mentioned really are from another dimension, just like the Justice Lords, could they be just as dangerous or even worse?" inquired General Wade Eiling who also participated in the meeting. Before anyone else could answer, another voice that was unfamiliar replied "Oh that depends on why they came here."

They all turned their heads to see who had spoken and there in the doorway stood two men that they had never seen before "Director Waller, Mr. Luthor, General Eiling, Professor Hamilton, allow us to introduce ourselves. My name is Helmut Zemo and this is Dr. Otto Octavius." Anyone else who was sitting at the table exchanged nervous glances, save for Luthor, Waller, Eiling and Hamilton.

"How did you get past security?" demanded Waller.

"Oh we have our ways" Zemo answered "but as for your security, they are all knocked out at the moment, so we don't need any unpleasant matters on our hands."

At that moment a woman dressed in purple raised her hands to omit a bolt of energy at Zemo who dodged it just in time, before she could do that again two metal arms suddenly reached out and grabbed her on both wrists. "Hey let her go!" Eiling yelled out but before he could use his gun Zemo fired a shot that knocked it out of his hand "As you can see, my friend and I aren't exactly from around here unlike this Spider-Man and his two traveling companions."

A stunned silence filled the whole room as Luthor, Waller, Eiling, Hamilton and the woman whose name was Tala exchanged glances. This was the most unexpected turn of events which no one saw coming.

"Did you honestly believe that you two could be able to…" Luthor began before getting interrupted.

"Actually there's three of us." Said a third voice which belonged to a man who was taller than Zemo and Octavius "My name is Victor Von Doom and we've come to discuss about what to do with the three so-called heroes you had just been talking about."

* * *

 **Three Days Later**

It was a peaceful morning at Prime Avengers HQ Tower and Peter had just finished packing a bag to spend the night at the Kents' farm in Smallville, Kansas. The ones who volunteered to come were; Ronnie, Rick and M'gann since they were probably the social family type. Dick had called and said that he and Barbara were also coming because they had never been to a farm before, and Barbara was exited that she was finally going to the Kent farm for the first time.

Right at the moment Peter and the three who were with him got into one of the vehicles they had, a red van with white stripes. After loading their bags in the way back, they all got in their seats, Ronnie sat down in the back seat next to M'gann and Rick behind the front seat where Peter was driving.

"Okay everybody ready?" asked Peter "Yes" answered the others, so Peter started up the van and they were off. "I wonder how soon we'll get to Smallville?" asked M'gann "Well Superman also said that he'd give a lift as soon as we left New York." Peter answered "After we pick up Dick and Barbara that is."

About half an hour later they finally arrived at a parking lot in Gotham City where Dick and Barbara were waiting. After loading their luggage in the way back, the pair got into the front seat next to Peter and they were off and running again.

Another half an hour later after they finally left the city limits, Superman flew down and carried the van at super speed all the way to Smallville. Before long the Man of Steel set the van outside of Smallville, and Peter thanked him before driving the rest of the way to the Kent farm.

When they got there, Superman was dressed in his regular attire as Clark Kent "I trust that the trip went okay?" he asked.

"Oh it sure did." Peter answered "We're just glad to here right now." the others including Dick and Barbara commented that they were glad to be here on time.

"Well let's go inside and I'll introduce all of you to my folks." Clark said to them so with that they went into the house where they saw a staircase heading upstairs "Ma, Pa are you here?" Clark called.

"We're in here Clark." answered a woman's voice. The group went into the kitchen and saw a kindly older man and woman who smiled when they entered "Clark it's so good to see you again." greeted the woman "It's great to see you too Ma, and to be here again." Clark answered.

"So these must be the young friends you told us about." The older man said, and Clark had no trouble making the proper introductions "Everyone these are my parents, Ma and Pa this is Peter Parker, Dick Grayson, Ronnie Raymond, Rick Jones, Kara's best friend Barbara Gordon and J'onn's niece M'gann M'orzz."

The older couple whose names were Jonathan and Martha Kent smiled and shook hands with Peter and all his friends "It's so wonderful to meet all of you, I hope the trip was nice coming over here."

"It was better than anything we've ever experienced Mr. and Mrs. Kent." Peter replied "Please just call us Jonathan and Martha son." Mr. Kent told him "How about you boys come outside to help me and Clark with chores while Martha fixes supper?"

The boys nodded in agreement, so they followed Clark and Jonathan outside to the barn. Peter and Dick went with Clark to work on chopping wood, while Ronnie and Rick helped Jonathan feed the livestock.

While this was taking place Kara Kent walked home from school into the driveway "I can't believe that today's the last day in high school." She told herself as she walked up to the front porch. She had just been making plans for college, and also which one should she go to? It wasn't like she didn't want to go to Metropolis again or Gotham. Ever since the Prime Avengers were established, she had been thinking about going to a college or university in New York City just she could get out from under Superman's shadow and be more than just his younger cousin.

Kara pushed aside that thought for now as she went into the house where she found Martha fixing supper with a few familiar faces that she recognized at once. "Barbara, M'gann what are you all doing here?"

"Oh we're just helping Martha with supper." M'gann told her "While the boys finish up chores outside."

That very moment Clark, Peter, Dick, Jonathan, Ronnie and Ricky came in through the front door and caught a whiff of Martha's cooking. They went into the dining room and joined the ladies "Kara how was the last day in high school today?" asked Martha "Better than ever Ma." Kara answered as she set her school stuff down by the stairs. They all sat down at the dining room table where they ate dinner and talked about Kara's plans for the future.

"So Kara where do you plan on going to college?" asked Barbara hoping that her friend would come to Gotham so the two of them could always hang out. "Actually I'm thinking about going to Empire State University in New York City." Kara told her much to everyone's surprise including Clark "Are you sure?" he asked her "I thought you always liked going to Metropolis, so I figured you would attend college there."

"I thought so too, but I was thinking about living where I can be more than just Superman's kid cousin."

"So in that case you want to strike out on your own and be your own person, is that right?" asked Jonathan.

She nodded her head "Yes I want to live closer to where I have a job, go to college and be at Prime Avengers Tower on time." Everyone nodded in understanding that Kara would like to live closer to not only college, but also where she could be available when duty called.

"But isn't New York a very expensive place to live?" asked Martha knowing that buying a place to live in New York City was very hard to come by these days.

"Oh I'm sure that Mr. Wayne could arrange for her to have a place to live." Peter suggested "Or she could always move into Prime Avengers Tower until she has her own apartment."

"We'll have to discuss that some more another time." Clark told him, so they finished supper and Martha washed the dishes with help from Kara and Barbara. The boys and Clark helped Jonathan lock up everything in the barn and than they went inside the house to get ready for bed and turn in for the night.

* * *

 **The next morning**

Kara got up early so she could go do chores starting with feeding the chickens. Peter, Dick and Barbara went to help her so they could also talk with her about family backgrounds. She was surprised to learn how Peter thought she was Gwen when they first met mainly because of how identical the two looked. Peter went on to explain that Gwen was his first love and she had meant so much to him, he also explained how her father made him promise to leave her out of dangerous situations which wasn't so easy. He was about to tell them about when his best friend's father, the first Green Goblin dropped Gwen from on top of the Brooklyn Bridge when Clark suddenly called out from the house.

"Kara, Barbara, boys! You'll got to come inside right away, there's something on the news you've got to see." The quartet quickly went inside to see what all the fuss was about. As soon as they got to the living room they saw what was going on TV _"In our latest broadcast there has sightings of a large muscular steroid man wearing thick armor and a huge helmet rampaging through Metropolis. He has just broken into one of Lexcorp's old warehouses and is in the process of stealing plutonium."_

Clark, Kara, Dick and Barbara exchanged looks, the sight of this strange man was unfamiliar to them, but Peter recognized him at once.

"I know this guy" he said to the others "Who is he Peter?" asked Kara.

"His name is Cain Marko and he's called the unstoppable… Juggernaut." The others looked at each other "Then let's go to Metropolis and stop him" said Kara as she got up to take off when Peter stopped her "You can't just fight him head to head" he told her "although magic can hurt him, but he's susceptible to psychic attacks only if he's not wearing his helmet."

 **M** **eanwhile on Apokolips**

Loki was standing on the balcony of the royal palace on Apokolips looking out over the wasteland. "After three months up here, I've finally resolved peace among a conflicted people and restored order to this place." as he was still pondering a messenger came running onto the balcony and exclaimed "My lord! The Female Furies have brought the guest that you had requested." The Asgardian trickster turned around and answered "Show them in"

 **Oh man another long update! But hold onto your hats everybody! Next chapter will start with the Justice League and Prime Avengers battling the Juggernaut. Holy guacamole! Maybe after that you'll get to see something close to the Ultimatum episode. Sometime soon you all will find out what Loki is up to, until next time.**


	5. Chapter 5:Cadmus Conspiracy Part 1

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 5: Cadmus Conspiracy

 **In case any of you are wondering, the name of this chapter is something to do with Project Cadmus, Clone Conspiracy and the Clone saga. After the Justice League and Prime Avengers deal with the Juggernaut, they meet the Ultimen and have their first confrontation with Cadmus agents. The next chapter might include the Dark Heart fight which could show Ant-Man and the Atom working together, and later Spider-Man and Nightwing might rescue Superboy and prevent Cadmus from turning him into a living biological weapon of mass destruction. Another name for the Prime Avengers will be Team Spider since Spidey is the leader. Now don't forget that I don't any of the characters, they all belong to Marvel and DC.  
**

After Peter had told them about the Juggernaut and what he was capable of. They all got ready to leave for Metropolis, after packing their things and saying goodbye to Martha and Jonathan, they returned to New York with the Kryptonians carrying the van at super speed.

As soon as they landed the van back at Prime Avengers HQ, each of them got ready to spring into action. Peter changed into his Spider-Man outfit, Dick and Barbara put on their Nightwing and Batgirl suits, while M'gann shifted into her green-skinned form with her own outfit and telepathically got into Rick's head causing him to change into the A-Bomb growing to full size. Then Kara changed into her Supergirl uniform, while Kaldur, Donna, Wanda and Mainframe also got ready to go and apprehend the unstoppable Juggernaut. Ronnie and Professor Stein grasped hands, merged together and transformed into the nuclear man Firestorm.

Soon a few League members arrived in Metropolis to assist in the fight. Most likely Diana, Martian Manhunter, the Flash, Green Lantern (John Stewart), Vixen, Fire & Ice, Green Arrow, Black Canary and the Atom. As soon as Superman and Team Spider arrived in Metropolis, Peter made sure to explain the situation about Juggernaut and what he was susceptible to. "Then we'd better create the best distraction there is." Green Arrow told him

"Then most of you will fight him head on so Ice can freeze him in one spot long enough for me to remove his helmet." Spider-Man explained "Then J'onn can take it from there since Cain can't stand a telepath in his head."

Meanwhile the Juggernaut was busy storming a bank to rob its vault and he had just managed to rip off the vault's hinges so he could get to the money inside. Just as he was finally carrying bags full of cash outside a voice suddenly caught his attention. "You know for a blockhead, you've sure got some notion with breaking and entering."

Cain turned angrily around to see who had spoken "Who said that?" he demanded "Nobody" the voice answered "I'll teach you some manners" Cain angrily bellowed as he stomped in the direction where the voice was coming from. To his surprise a young man clad in a red suit with lightning bolts appeared in a blur "I'm right here big guy." He taunted "but you're gonna have to move fast enough to catch me."

Juggernaut was so furious that he lunged forward trying to grab the young man, but he missed him by a long shot. "Who the hell are you?" he bellowed

"You can just call me Flash, the fastest man alive." The man answered "But I also told you, you're gonna have to be faster than that to catch me."

Juggernaut roared with fury as he charged Flash who ran in circles around him and speed punched him repeatedly, Cain didn't seem to feel that. So Flash lead him on a wild goose chase outside until the enhanced mutant couldn't stand it anymore that he slammed his hands together in the force of a thunderclap. The force of the blow sent the scarlet speedster flying through midair until he landed in a dumpster. "Now I'm gonna finish you off right now!" he yelled but just as he was about to smash the speedster, a red and blue blur knocked him right off his feet.

"Leave him alone! Your fight's not just with him but all of us." another voice called out, Juggernaut looked up to see who hit him and was surprised to see not only a man in a blue suit with a red cape but also several others who were with him.

"Well, well, well looks like I get to have first crack at a whole bunch of heroes today." He sneered "None of you can stop me and never will"

"Oh yeah! That's what you think mister!" a familiar voice called out, one that he knew too well.

"Spider-Man! I should have known that you would be here in this dimension!" snarled Juggernaut as he glared at the wallcrawler "Can't say the same for you jug-head." Spider-Man answered, angering the armored mutant.

Cain lunged forward and grabbed the lamppost where Spider-Man was perching and started ripping it out of the ground. But Spider-Man jumped just in the nick of time and leaped towards a wall where he stuck for a moment, the Juggernaut was about to hit him with the lamppost he just pulled up when a young girl who could fly, yanked off the top part of the post leaving only a stump in his hands.

"Leave him alone!" she yelled at him as she brought the lamppost down on his head causing him to stagger backwards before glaring in her direction. "You're gonna regret that little girl!" he shouted before smashing his huge hands into the ground and uprooting a large chunk of concrete to throw at her. But just as he threw it towards her, the A-Bomb caught it and smashed it with his big hands and then Spider-Man gave a signal to the other League members Steel, Green Arrow and Black Canary to pull off a distraction to sidetrack Juggernaut.

While they were doing so with an assortment of firing missiles, shooting trick arrows, and giving off sonic screams, Superman and Supergirl, with some help from Green Lantern, snatched him off his feet and carried him outside of Metropolis.

As soon as they reached an open clearing in the woods Kara, Superman, and Green Lantern dropped the Juggernaut on the ground and a great big creater was formed where he crash-landed. As he got to his feet, he grumbled to himself "If it's the last thing I do, I'll teach these blasted heroes a lesson they'll never forge…. Wha…?"

Before the Juggernaut could get out of the hole, a mystical powerful force pinned him on his knees. It was Wanda Maximoff who hexed him since his strength was enhanced with magic, the same as Scarlet Witch's psychic abilities when she was little. "Do you honestly think this will hold me for long?" he taunted her "Actually she's just keeping you busy" another voice replied, it was Ice who was just now making her move as she froze him in a block of actual ice up to his shoulders.

"Now! Get his helmet off, that won't hold him for long!" she called out to the others prompting Spider-Man, Supergirl, and Firestorm to rush over and unlatch the helmet. Juggernaut realized what was happening and started to break loose, but the young heroes ripped off the helmet just in time.

Kara grabbed Peter and flew him away while Firestorm carried the helmet off to a safe distance where he used his nuclear firepower to rearrange its molecular structure.

"My helmet!" roared Juggernaut, seeing that his helmet had been melted down, after he broke loose. "I'll get you for that!" so he charged at the nuclear man only to get tackled by the A-Bomb "Not if we pin you down first." He reminded him as they struggled and wrestled on the ground until A-Bomb threw Juggernaut across the field. As the Juggernaut got to his feet again, he growled out "Oh the hell with it! I don't even need my helmet to smash every one of you!"

But just then a voice spoke inside his head; _"On the contrary, without your helmet your mind is literally exposed to the mental powers of telepaths."_

Cain froze right where he was, realizing that it was true without his helmet, his mind was completely defenceless against a telepath's mental power. "Well I don't care, I'm not going back to prison and none of you are going to stop ME!"

"We'll just see about that tough guy!" yelled Spider-Man as he swung into Juggernaut's path and tried to blind him with webbing, but the Juggernaut grabbed it and yanked the wallcrawler forward, knocking him into a nearby boulder where he slumped into unconsciousness. "No!" cried Kara flying towards where he had fallen since she couldn't stand seeing one of her closest friends getting hurt and she had grown very fond of Peter.

Before Juggernaut could do anything else, the Martian Manhunter appeared right behind him and grabbed the Juggernaut's head with both hands, and with all his telepathy delivered a most powerful psychic attack. "GET OUT OF MY HEAD!" roared Juggernaut, but it was to no avail. J'onn kept pouring every ounce of his psychic energy into Cain's head without stopping until the unstoppable Juggernaut fell to the ground completely unconscious.

The other heroes including Superman, Batman, and Wonder Woman gathered around and looked down at the fallen goliath. "Well whatya know." Flash commented "Who've thought that Juggernaut couldn't stand that much psychic power getting inside his head."

"Superman! J'onn!" cried Kara's voice, they all turned in the direction where she was holding an unconscious Spider-Man. "Come quickly! He needs medical attention!"

* * *

 **Elsewhere**

While the fight with Juggernaut was happening, another crime was taking place on the outskirts of Metropolis. It was at a place called STAR Labs and several figures had broken in to steal something of value, all the security cameras were dead as if something had just drained the electricity out of them. The first two criminals were the same ones that Spider-Man and Co. had faced before back on the Triskelion, Rhino and Shocker. Two more were also there and both of them looked very pale, one was a bald young man in a dark navy blue suit with a lightning symbol on the chest, this was Electro formally called Max Dillion. the other was a young woman with bright blue hair and wore a dark blue suit with a lightning symbol on the shirt, this was Livewire, and she was once called Leslie Willis. Right now both of them were using their powers of electricity to unlock a secret vault since they could both control anything that was powered with electricity.

"How long is this going to take? Why couldn't one or two of us go and fight those heroes?" complained a fifth crook who looked like a real life version of the Terminater. This was John Corben, a mercenary who was now half-man, half-machine and went by the alias of Metallo, one of Superman's most deadliest enemies. "As long as we're all getting paid." answered the Shocker "You know that Mr. Luthor and Dr. Octavius were serious about keeping a low profile, and we can't risk getting arrested and dragged off to jail. So we don't need to get into any fight with them right now."

Metallo was about to give a retort when he was cut off by a sixth person who also happened to be there "Corben there's no time to argue" said the person who was dressed in navy blue body armor with orange gautlets and boots, wore a black-and-orange mask and was armed with a handgun and samurai sword. "As soon as the experimental generator that we've been sent to steal is loaded up into the van, than we'll be on our way as if nothing ever happened."

"I'm not so sure about that" replied Metallo looking outside a window on the side of the building where he could see Juggernaut's fight with the heroes. "Ah don't worry about it" sighed Electro as he and Livewire finally got the vault door open so Rhino could go inside and pick up the experimental generator to carry it out to the van "Those dull losers don't even realize that old Jughead's rampage was just a primary distraction long enough for the six of us to grab this device and take it back to Cadmus just so Dr. Doom can carry out his plans."

"Yeah, and by the time the League figures it out, it'll be too late" Livewire laughed "Isn't that right Slade?" The man addressed as Slade nodded before answering "Yes it will be too late by the time they realize it, and need I remind you that whenever I'm in uniform you are to call me Deathstroke?!"

"Okay whatever" Livewire muttered right when Rhino stuck his horned head through a hole that he made in the wall. "The generator's all loaded up, I guess this means we can go now?"

Slade gave one last glare at Metallo before answering "Yes we can go now, and don't you forget Corben that only Doom or Luthor will decide how soon we will face those heroes. But if you go back on your word, I'll see to it that you never live to see the light of another day."

* * *

 **Five Days Later**

Peter was resting soundly on a bed in the medical ward which was onboard the Watchtower in space. He opened his eyes and looked around the room to see Kara sleeping in an armchair, she had been waiting on him all night to recover. "Kara?" she stirred at the mention of her name and smiled when she saw that he was awake "Oh Peter are you feeling alright?" she asked as she came over and sat by his side. "My head still aches from going almost headlong into that boulder." He answered "But I'm feeling much better nevertheless."

"Don't you ever scare me like that again!" she cried, at first he thought she was going to hit him. But instead she grabbed him and hugged him so tightly that she almost came close to cracking his ribs, had he not tapped her to let go. "Look I promise that nothing like this will ever happen again, you don't have to worry about me."

Kara looked down at him with care and sympathy in her eyes and she started to realize how much she cared about him. "But I do worry" she insisted and hugged him again. Just then Nightwing and Batgirl walked into the room "Hey Pete" said Dick "We just heard that you were recovering so Barbara and I came up to see how you were."

"Thanks guys I appreciate it." Peter responded gratefully, as Kara pulled away from him "It's a good thing you're not too badly injured." Barbara told him, then they talked about what the different things they could do together. Besides going on missions they would also take tours of New York, Gotham, Quebec, and Metropolis, even discussed what happened while Peter was out. Kara told him about a superhero group called the Ultimen who showed up and helped Superman, Batman, Wonder Woman, and Aquaman on an oil rig on the Atlantic coast against some lava creatures that came from under the ocean floor. Another thing was that Wind Dragon, the leader of the group and three of the members were egotistical and all the fame went to their heads. But the last member called Long Shadow was nothing like that.

While they were still talking, Batman came into the room followed by two familiar figures "Hey Spidey we came just as soon as we heard the news." Peter looked up to see two familiar faces "Scott? Hope? Is that you?"

Scott Lang and the woman with him, whose name was Hope van Dyne Pym who went by the moniker of 'the Wasp'. "Great to see you again Pete" Scott grinned shaking the young man's hand, Hope walked up and did the same. "Scott and I came to visit this dimension." She told him "After my father heard about what happened when Scott was here, he decided to send us just case you needed any subatomic assistance."

"That's great and I don't suppose that you'll be staying in New York for the time being?" asked Peter hopefully, Scott and Hope looked at each other and smiled.

"As a matter of fact, we are." Scott answered proudly "Hope and I had just rented an apartment in Queens."

Batman quietly asked the other teenagers to leave the room so he could discuss a personal matter with Peter and their guests.

"Now Parker, I believe I've got a job for you and Lang, if both of you are up to it."

"What kind of job?" asked Peter feeling curious, as were Scott and Hope.

"Surveillance, it concerns the Ultimen and it's something all three of you will need to work on." Batman explained before he continued laying out the details.

* * *

 **Several Hours Later**

"So what brings you all the way from Midway City?" asked Peter as he, Scott and Hope in their guises as Spider-Man, Ant-Man, and the Wasp sat down under a tree on a hillside next to Wonder Woman, Donna Troy and Long Shadow.

"Oh I thought I could just take a break from hanging around my teammates." Long Shadow answered "Don't get me wrong, I love those guys as if they were my only family." He then went on to explain his origins "Yes believe it or not, I was small and sickly the day I was born. Fortunately, my parents were scientists who had experimented with growth hormones. I think their experiments were a success."

"So where are your parents now?" asked the Wasp wanting to know more as Long Shadow frowned.

"My mom… she passed away, but my dad's retired." He told them sadly and they all felt sorry for him. "I'm so sorry to hear that man." Ant-Man told him "But look on the bright side, I'm sure they would be very proud of you for saving lives along with your teammates."

"You think so?" Long Shadow asked smiling hopefully "Definitely" Donna told him "And I'm positive that we can find a place for you in the League when you're ready." Diana finished. Just then Spider-Man felt his Spider sense go off in the back of his head. "Guys we've got trouble!" he exclaimed pointing towards Super Max prison, and he was right for right there in the prison courtyard stood a redheaded giantess.

"You know I would just like to enjoy a long break for once!" cried Spider-Man in annoyance, he and the others sped towards the prison to confront the giant who was on a rampage. This was none other than Giganta, a metahuman with the ability to grow in size, unlike Ant-Man/Giant-Man, Wasp, and Long Shadow. She was one of the Secret Society's founding members and unlike the Cheetah, she had a bad history with Wonder Woman. There was a rumor that she was originally a highly intelligent ape from Gorilla City, so she was here at the prison to liberate her boyfriend Gorilla Grodd who made her what she was today. When the heroes arrived, she immediately went head to head with Diana, throwing punch after punch but kept missing her until Donna whipped out her own golden lasso and tossed one end of it to Spider-Man. Together they gripped the lasso and charged forward, tripping the villainess up at the same time as Diana delivered a fierce uppercut knocking her down into an empty part of the prison.

"Come on Giganta." Diana insisted "How long are you going to be Grodd's errand girl?"

"As long as he needs me" the giantess answered, as she got back up on her feet again. "I took you apart before, why go through it again?" Wonder Woman asked.

"Because this time, I've got help." Giganta replied smirking right before someone who looked like an ugly imperfect version of Superman charged right in tackling Diana. "Bizarro here to save the day!" sang out the newcomer which really got everyone's attention.

"Bizarro?" asked Ant-Man "Who's he supposed to be Superman's twin brother?"

"Even worse, his clone" Spider-Man told him as he quickly explained that Bizarro was a clone of Superman and how he appeared so ugly. "That's the most unusual story I've ever heard." Wasp remarked

"Well right now we've got to help Diana." Donna insisted so they headed to where the older Amazon was struggling with Superman's clone. "Hold on Diana, we're coming!" Spider-Man called out. Before leaving the Watchtower, he had requested to get one of his heavy duty suits for the mission just in case. Luckily at the moment, he was wearing his silver and black suit which was made out of vibranium, a shock absorbent metal alloy that withstand any impact and not get any dents. Just as the clone was about smash Diana, he got tackled away.

"You're mine big guy!" yelled Spider-Man as he pummeled Bizarro with his vibranium fists. "Ant-Man! Wasp! Go help Longshadow!"

The two insect-themed heroes did as they were told. They followed after Giganta who had resumed her progress towards Grodd's cell, only to stop short when she saw Longshadow standing in her way. "Get out of the way, tiny" she sneered.

Longshadow glared up at her before growing taller until he towered over Giganta, he was at least three-five feet taller than she ever was. "You were saying?" he smirked as she stared at him in absolute disbelief.

"Oh poop" she muttered right before the Wasp fired her bio-electric energy blasts into her ear, causing the giantess to wince in pain. "Who did that?" she demanded before Scott changed into his Giant-Man form "If you wanna get to Grodd" he told her "you'll have to go through us first." With that Giant-Man and Longshadow knocked Giganta down together, sending her to the ground as she landed right next to where Spider-Man and Bizarro were duking it out.

Wonder Woman and Troia both flew in and punched the clone very hard together, as they joined Peter. "Can't you see Giganta is just using you?" asked Wonder Woman trying to get him to see reason, Bizarro glared at her for a minute before backhanding her into a wall. "Me do anything for woman I love! Even break her boyfriend out of jail!"

"But what will happen to you then?" Troia asked, that got his attention causing him to stop and think for a moment. "I think I smell something burning." Spider-Man joked as Diana and Donna punched the clone, sending him flying until Peter snagged him with a web, yanked him back, spun him around in a circle and sent him flying into Giant-Man's fist that knocked him down into Longshadow's foot which kicked the clone into a wall, from where he slumped down into unconsciousness.

"Good work everybody" Spider-Man told them as Scott, Hope, and Longshadow changed back to their normal sizes.

As soon as Bizarro and Giganta were taken away and locked up, Ant-Man and Wasp complimented Longshadow for his help. "Looks like there's hope for you after-all kid." Scott told him "Do you think so?" Longshadow asked hopefully.

"Yes, absolutely" Donna replied "You could really be useful in the League if you joined up."

"Well I guess I owe it to the Ultimen for..." he began, but just then his cell phone rang. He looked at the others before answering it "Yes? Okay, I'll be right there" he said before hanging up. "I've got to go, I'm gonna be late for a team meeting."

The Leaguers nodded as they bid Longshadow farewell, and then he started heading back to Ultimen HQ in Midway City.

"Are you coming up to the Watchtower Spider?" asked Donna. "Oh we'll catch up, Bats wanted us to work on something real quick before we returned." He told her. As the two Amazons were teleported away, Peter turned to Scott and Hope. "Come on, let's follow after Longshadow, and try to keep a low profile so he doesn't know that we're following him." Ant-Man nodded, as he and Wasp shrank in size and used some of his red Pym Particles so Spider-Man could also shrink smaller.

Then both Spider-Man and Ant-Man climbed onto the back of an ant that could fly, and Wasp just took off into the air. Together they flew after Longshadow at a safe distance, as not to be seen.

* * *

 **Midway City**

Maxwell Lord had the Ultimen moved from their headquarters to a nearby building, where they were put in a medical ward. Now Max hadn't told them why they were there, but only that it was important for their health. All five of them had been lying in five beds for several hours, with various wires and IV needles in them as each one gets more and more anxious with every passing minute.

Unbeknownst to any of them, three tiny figures the size of insects were inside the air vent, listening to the conversation of the people who were discussing the Ultimen's condition in the next room. "It's worse than we thought" said Professor Hamilton as Lord looked at him with worry, while the professor showed him results on a computer screen. "The Ultimen's genetic codes are breaking down. Wind Dragon in particular is showing rapid signs of degradation. But all of them are in the early stages of failure."

Spider-Man, Ant-Man, and the Wasp looked at each other in shock and continued listening in on the men's conversation. "How long will it be until they die?" Lord asked. "A few months, maybe days." Hamilton answered as Lord lowered his head in sadness since he had come to care for the kids.

"And yet the process is going to be painful." The professor continued "We should do something to help them."

"That is not our priority." Another voice said seriously as both men turned to see Amanda Waller with her standard steel-faced glare.

"But Mrs. Waller, I really think that we…" Max began to argue before she cut him off. "Since when did your opinion count Mr. Lord?" she asked before turning to Hamilton "How fast will you get the new team up and running?"

In the other room, Long Shadow was horrified at what he was hearing since unlike Wind Dragon who developed a new wind power with freezing ice elements, he had developed superhuman hearing very similar to Superman's.

"Are you hearing this Bats?" asked Spider-Man, whispering into his commlink. "Loud and clear" the detective replied, and as soon as Waller, Lord, and Hamilton left to do other things the three heroes emerged from the vent and returned to their normal sizes.

"Now time to get to work." Spider-Man said, as he took out a USB device and plugged it into the computer. "Who does that lady think she is?" Wasp demanded as the USB forwarded dozens of files, enough to keep them busy shifting through all of them for a few weeks. This is interesting" Spider-Man commented as files about the Ultimen appeared, followed by several other projects that neither he or his companions had ever heard of before. Such as Project Galatea(which reminded Peter of what happened to Kara), Project Wonderdog, and a pretty alarming one, that he would have to show Batman at a later time, labelled "Task Force X".

But they stayed focused on the Ultimen files, since the firewall on each of these files would take weeks to break through. "We've got to help these kids Bats, this genetic degradation isn't good." Spider-Man told the Dark Knight through his communicator.

"But how will we do that? There's no one in the League who handle the genetic repair of this magnitude." Peter thought for a moment, and then he had a flashing idea. "Maybe not, but I think I know some people who might be able to."

* * *

 **Later on at the Watchtower**

After a couple more minutes, all the files on the Ultimen and other projects were downloaded. Then Spider-Man, Ant-Man, and Wasp returned to the Tower with the files they downloaded, and also a small rack of test tubes that were each labeled with the names of the Ultimen.

Peter contacted Dr. Hank Pym and Dr. Reed Richards on Earth-616, and told them it was urgent they come right away. He even asked them to bring Wolverine just in case. Batman typed in and sent them the Watchtower co-ordinates so they could know where to go, a few minutes later Logan and the two scientists arrived through an interdimensional portal and joined the others in the meeting room.

"So what's the problem all about?" asked Wolverine as he lit his cigar, of course he was wearing his trademark yellow-and-blue suit. He, Hank Pym and Reed Richards were listening intently along with Batman, Superman, Wonder Woman, and Aquaman as Peter, Hope and Scott recounted their mission.

"These Ultimen kids are actually test tube babies, who were made to be the so-called perfect heroes." Peter explained "They were also weapons just in case the whole League went renegade." Logan growled when he heard that, and clenched his fists. "That's so sick, it kinda reminds me of Weapon X." the four Leaguers who were present stared at him with confused looks on their faces.

"Weapon X is… was a biological weapon program that Logan had undergone." Peter explained "And it gave him enhanced strength and regeneration when the person who was behind the operation infused his skeleton with Adamantium." The Leaguers nodded in understanding.

"But that's not all" said Scott "there's this woman Amanda Waller who's planning to have those kids replaced with a new team after they die, only because they've started to undergo some kind of genetic degradation." He handed his mentor a copied file of the tests on the Ultimen.

Dr. Pym looked through all the files, analyzing the problem before handing them to Reed. Superman watched carefully before taking access of the situation. "Is there anything you both can do for them Doctor?"

"I believe we can do something for them." Pym replied "All we need now is samples of their DNA so we can synthesize a cure from Logan's blood."

Peter stepped forward and held out the rack of test tubes. "As a matter of fact, we've got it right here. Figured it would come in handy if needed."

* * *

 **Twelve Minutes Later**

As soon as the cure for the Ultimen was synthesized, they all went to Midway City. Spider-Man also made sure to bring Nightwing and Aqualad along for the mission, before long they heard a loud ruckus coming from a tall building where they saw a giant-sized Longshadow climbing down with several dozen people in his arms. Some of the workers who were being rescued started slipping from the size-changing teenager's grasp. But as they were falling towards the ground, the Man of Steel followed by Wonder Woman and the Wasp caught them just in time.

"Do you need some help?" Diana asked "Oh yes please" Longshadow answered as Batman, Aquaman and Spider-Man along with Ant-Man, Nightwing and Aqualad arrived on the scene, followed by three more individuals that he had never seen before in his life.

The Leaguers and the Spider-Friends helped the Navajo teen rescue the remaining employees, and got them to safety. "Hey Shadow! We've finally got a cure!" Peter called out prompting Longshadow to look down at him in shock and amazement. "A cure? You mean you can save us now?" he asked.

"Yes, my dad and our other friend here got it ready. It'll fix you up in no time at all." Wasp nodded, gesturing to her father and Reed as Long Shadow shrank down. "I'm sorry if you don't like needles, but this is the only way that it can enter your system safely." Pym told the teen before injecting the cure into him, Shadow breathed a sigh of relief after a sudden warm feeling flowed through his body. "I feel okay!" he exclaimed "Come on, the others are inside."

While Dr. Pym and Dr. Richards waited outside. Long Shadow, The League, and the Prime Avengers followed by Ant-Man, the Wasp, and Wolverine went inside the totally destroyed building, and found the other Ultimen who had just slowed down in their destruction. But when Long Shadow told them the good news, they didn't believe it "You idiot!" said Shifter angrily folding her arms "Do you really think they can help us?"

Diana nodded as she stepped forward. "Yes whatever's going on, I promise we'll do everything in our power to..." but she was interrupted when Wind Dragon pushed her back with a gust of wind. "If we're the ones who are going to take down the Justice League, then the world will never forget us!" he called out as his teammates took up their fighting stances.

"Listen to yourselves, you're not making any sense!" Batman insisted trying to reason with them. "You don't even realize that you're getting worse by the minute!" Wind Dragon just smirked thinking that his team could win "Translation, they're afraid to face us."

"No we're not afraid" Nightwing told him "We just don't want to have a fight with several people who don't understand what's really going on here."

That had done it, Juice lunged forward and tried to electrocute Nightwing, but instead ending up zapping Long Shadow who stood between them. Then Juice went to attack Batman and his older protege, while being followed closely by Wolverine. Then Downpour turned himself into a torrent of water and rushed at Aquaman and Aqualad, and Wind Dragon went after Superman, while Shifter transformed into a velociraptor and charged straight at Spider-Man, Ant-Man, and the Wasp. "Looks like the three of us get the lizard" sighed Peter as he and his insect-themed companions dodged a slash from the shape-changer before taking the fight into the next room.

Juice chased Batman and Nightwing down into the boiler room firing bolts of lighting at every sound of movement, until he came into an empty corner of the room. "Where did they go?" he muttered to himself before getting struck from behind and knocked to the floor, then four hands snatched him up and threw him across the room into some pipes. As the young hero picked himself up, Wolverine appeared out of the shadows and slashed through the pipes behind the teen's back with his claws "Ha! You missed me!" Juice laughed before the water poured all over him, shocking him into unconsciousness.

"Lights out kid" growled Wolverine as he and Batman picked up the young man and carried him outside to Reed and Hank.

Meanwhile Peter and the insect-themed duo watched the shape-shifting girl carefully as they surrounded her from three sides, Peter faced her from the front while Scott was on the right and Hope was on the left. Shifter gave a victorious smirk as she changed back to normal "Now I'll show you guys what I can really do!"

"Look miss, we really don't want to hurt you. But don't make us do this." Spider-Man told her seriously as he backed up against a wall, while Ant-Man and Wasp prepared to take her down as she gave the wall crawler a bitter laugh. "Are you kidding? What makes you think that you stand a chance against me?" she taunted him which made Peter shake his head in disgust. "Oh that's very creative missie" he remarked sarcastically as Shifter glared at him.

"Ugh I'll show you! I'll show you all!" she yelled out before turning into a rhinoceros and charging at the red-and-blue clad hero. But he somersaulted over her head and she wound up getting stuck in the wall headfirst. "What do you know, she's a lot tougher than we thought" they all laughed as the pale-skinned girl pulled her head out of the wall and changed into a mountain lion so she could claw Spider-Man apart, but just as she pounced at the wall crawler, Wasp and Ant-Man in their miniature sizes leaped at her and knocked her hard into the wall.

"Say goodnight kid" said Ant-Man as as the young shapeshifter changed back to normal, than Peter lifted her up over his shoulder and the three of them with their fallen opponent went into the next room where Aquaman and Aqualad were still fighting Downpour. "How are you guys holding up? Peter asked his Atlantean comrades who just shrugged. "We're doing fine, this one's nothing we can't handle all by ourselves." Kaldur answered before Downpour caught sight of Spider-Man holding Shifter's unconscious form.

"No one does that to my sister! No one!" Downpour yelled as he fired a high-pressure geyser at Spider-Man right before Aquaman stepped in the way and was splashed by the water. Downpour smirked confidently at the size of the impact before he looked and saw a completely unharmed Aquaman.

"King of the seas, remember?" the Atlantean Leaguer asked, right before Downpour tried to punch him down, but that didn't even faze Aquaman in the least and he responded with a strike across the face knocking out the young hero. "Well that that's out of the way, let's take them outside to Dr. Richards and my father." Wasp told them, so they took the twins outside where Dr. Richards had injected Juice with the cure, he proceeded to do the same for Downpour and Shifter. Back inside, things were getting intense as Wind Dragon kept pouring every ounce of wind in Superman's direction and he nearly came close to killing the Man of Steel when he tried to suck the air out of him.

"Look at what you're doing! Look!" Long Shadow called out as he stepped between them and hoped to get his former teammate to see reason. "Is this what you want to be remembered for? He was your hero!" the Navajo teen explained quietly as Wind Dragon fell to his knees breaking down "He was my hero...and a hero is all I ever wanted to be."

Wonder Woman and Long Shadow led Wind Dragon outside where Reed gave him the cure, and all the Ultimen were relieved that they weren't going to die after all. A few minutes later, Long Shadow explained to Wonder Woman and Superman everything that he knew including the part about Project CADMUS. "So that's all you know?" Superman asked frowning.

"Yes, and everything else is an implanted memory" Long Shadow told them sadly as Ant-Man stepped forward. "Not to worry kid, with my help and the Wasp's, Spider-Man managed to secure some files on this Project CADMUS you mentioned. It's going to take a lot of reading, you'll get your answers." he told him much to everybody's surprise. Then Dr. Pym stepped forward "Pardon me, but I believe it's time for my daughter and I, along with Mr. Lang, Dr. Richards, and Logan to return to Earth-616." They all looked at each other and knew he was right, but the other Ultimen were feeling sad. "But what will happen to the rest of us now?" asked Juice "After what the four of us just did today, we're going to be hunted for putting lives at risk. Project CADMUS won't rest until we're dead."

"He's got a point" said Downpour "Where else could we go that Cadmus will never find us?" the others felt sorry for them, Wolverine stepped forward and put a hand on the water boy's shoulder. "I know what that's like kid" he told him "I've been in your position before and believe me, I know how that feels being used like a weapon and then tossed aside like garbage. Except I've been experimented and brainwashed into working for corrupt government agents."

The Leaguers were shocked to hear that, Peter and the heroes from Earth-616 knew exactly what he was talking about. Reed decided to make an offer to the Ultimen and turned to Wind Dragon "Now I know that you feel that you and your team aren't ready to be a part of any organization, but if you'd have us, I'm sure Dr. Pym and I could give you and the other three a better place to live."

Wind Dragon and the others exchanged glances, then looked at Reed "Do you mean it?" he asked skeptically "Yes" the scientist answered "It'll also be a place where Cadmus doesn't exist and won't touch you, I give you my word." The four other Ultimen looked at each other excitedly in amazement and back at Reed "Okay what are we waiting for?" asked Wind Dragon since he was the one who spoke for the team. "Then it's settled" said Dr. Pym "we'll return to Earth-616 and see if we can get you enlisted into the Avengers Academy."

The four young heroes grinned excitedly as Mr. Fantastic took out his interdimensional probe and opened up a breach that the four teens stepped through. After giving their farewells to Spider-Man and the heroes of Earth-38, Ant-Man, the Wasp, Wolverine and the two scientists stepped into the breach and returned to Earth-616.

However, the moment was interrupted when a few dozen military vehicles rolled onto the scene and heavily armed soldiers stepped out. "Oh man, this isn't good" Spider-Man told his compatriots as the soldiers leveled their guns at them and an African-American woman who was flanked by Maxwell Lord stepped forward, none of the other heroes except Spider-Man recognized her "We'll take it from here" the woman said in a stern voice "The Ultimen belong to us."

"Belong?" Aqualad demanded "We know all about how you treated them, Long Shadow here was kind enough to tell us everything he knew."

"Aqualad stand down" commanded Aquaman, of course the young Atlantean calmed down and waited for further orders. "A poor choice of words" Max conceded "We'll see to it that their last days are comfortable" he told them before he looked around wondering where the other four had gotten off to.

"Oh, in case you're wondering where the rest of the Ultimen are." Spider-Man told him "You'll never find them because they've gone to a better place not only where they can't be found, but also where you or any part of Cadmus will never touch them again." Max and Waller looked at each other in disbelief, then the soldiers moved forward to take Long Shadow, but Diana stood defiantly in front of them.

"You need to stand back" Waller demanded as Batman and Nightwing approached her "That's not going to happen. Long Shadow's with the League now" said Batman darkly "Yeah he had nothing to do with this destruction, he helped save these innocent bystanders and prevented his fellow Ultimen from going too far." Nightwing insisted.

"Safeties off" Waller answered, not even fazed. Several soldiers raised their guns at Wonder Woman and Long Shadow before Superman, Aquaman, Spider-Man, and Aqualad stood in the way, each one with their own dangerous glare. "Mine are bigger than yours" Batman smirked leaning closer to Waller "He's got you there lady" Nightwing remarked before Waller raised a hand.

"Stand down" she ordered as the soldiers obeyed "Who are you people?" Batman demanded even as Waller folded her arms and gave him a triumphant grin. "That's a national security matter, and if I were you, I wouldn't probe the situation too closely... rich boy." she told him firmly, stunning him with the last part that was whispered. Then Waller, Lord and the soldiers from CADMUS loaded up into the trucks, but as they were driving off, Spider-Man fired one of his tracers at one of the bumpers right before they drove off.

"What was all that about?" asked Nightwing "Doesn't matter right now" Batman answered, before turning to his comrades "Before we go up to the Watchtower, there's something I need to talk to the boys about." the other Leaguers nodded as Batman took the three Prime Avengers aside and told them. "I've got a job for you three, I want you to find out what CADMUS is planning."

"But we don't know where their headquarters are." protested Aqualad "How will we find them?"

"Don't worry about it" Peter told him "Before they left, I put a tracer on one of their trucks." The others grinned at him "Nice work" Nightwing told him "Now we follow them to their top secret HQ and slip in to find what they're doing."

 **Finally! My fifth chapter is finished, and now it sure sounds like Spidey, Nightwing and Aqualad are going on a secret mission. I'm not going to literally base every chapter off of every episode on** _ **'Ultimate Spider-Man'**_ **or** _ **'Justice League Unlimited'**_ **, it will be written in my own words. Two other stories have the part where the four other Ultimen are taken away by CADMUS, ' _Justice League: The Spider'_ shows that they actually die while Long Shadow is cured, and _'Sandman Unlimited'_ shows that all five of them are cured before Long Shadow officially joins the League while the others are arrested by CADMUS agents before being rescued by Mr. Fantastic and taken to Earth-616. I thought having Long Shadow's former teammates go to Earth-616 before CADMUS arrived to take them away would be more appropriate than repeating what others have done in the past(even though, Juice was voiced by the same actress who also voiced Amanda Waller). So what plans does Doom have for the experimental generator that was just stolen? Well we'll just wait and find out eventually. Sound off your thoughts in the comments below!  
**

 **Voice cast:**

 **Wolverine (Steven Blum)**

 **Dr. Reed Richards/Mister Fantastic (Dee Bradley Baker)**

 **Juggernaut (Kevin Michael Richardson)**

 **Bizarro (George Newbern)**

 **Giganta (Jennifer Hale)**

 **Aquaman/Arthur Curry(Scott Rummell)**

 **Aqualad/Kaldur'Ahm(Khary Payton)**

 **Long Shadow (Gregg Rainwater)**

 **Wind Dragon (James Sie)**

 **Downpour & Shifter (Grey DeLisle-Griffin)**

 **Dr. Henry Pym (Greg Grunberg)**

 **Scott Lang/Ant-Man (Grant George)**

 **Hope van Pyne/Wasp (Kari Wahlgren)**

 **Prof. Emil Hamilton (Robert Foxworth)**

 **Amanda Waller (C.C.H Pounder)**

 **Maxwell Lord (Tim Matheson)**


	6. Chapter 6:Cadmus Conspiracy Part 2

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 6: Cadmus Conspiracy Part 2

 **I'm sorry for taking so long with this, but I just want to make sure it gets done right and correctly. In this chapter, Spidey, Nightwing and Aqualad are sent on a secret mission and they end up rescuing Superboy. You'll also get to see the inclusion of Kaine the second Scarlet Spider, but that needs some work. Don't worry, you might get to see the part where Superboy/Connor Kent joins the Teen Titans. By the way, this here's one of them Zip-A-Dee-Do-Dah days for sure! Life comes at you so fast, that you just didn't see that coming! Just like Quicksilver.**

Spider-Man, Nightwing, and Aqualad were moving as fast as they could on their motorcycles, even though it was late at night. Batman had assigned them to spy on Project Cadmus, after a close encounter with Amanda Waller and her men who had come to arrest the Ultimen. It was also a shock that she seemed to know who Batman really was, which was another reason he assigned Nightwing, Spider-Man, and Aqualad to also find out what their motives were.

At that moment, the three of them were driving through a desert in the state of Arizona, following the army trucks to CADMUS HQ.

"I can't believe that Waller lady wasn't even intimidated by Batman." Nightwing said as he and his teammates pulled their bikes up alongside behind a military bunker, that was not only the headquarters of Project CADMUS itself, but also where the tracking signal had led them.

"You said it man" Spider-Man told him "But for now let's concentrate on what we're suppose to be doing." They covered up the motorcycles to hide them out of sight, just so the enemy wouldn't suspect anything.

Before long the same army trucks that they were following earlier, pulled up to the front entrance, while the leader in the truck was gaining access, the trio slipped into the last truck that brought up the rear. Luckily that truck was only filled with some valuable cargo, which made it much easier for them to get inside Cadmus' secret stronghold.

Once the trucks were parked inside the solitude of Cadmus, the soldiers went to unload the trucks and as three of them came up to the truck where Peter, Dick and Kaldur were hiding in, they were suddenly yanked inside and a few minutes later, the three heroes emerged wearing the soldiers' uniforms. Well, the soldiers were still inside the truck all bound and gagged after the boys confiscated their uniforms.

Luckily one of the soldiers was a black man, so Kaldur had made sure to slip on that soldier's uniform just so no one could notice the difference. Dick and Peter were in the uniforms belonging to the other two, only with their masks off, and all three of them carried crates inside the warehouse to find a way inside the secret HQ.

"Okay all clear guys." Peter told his companions, as soon as the soldiers were done unloading the trucks and out of sight. They took off their disguises and slipped inside an air vent that led them into Cadmus.

Before long the threesome came across a vent that faced downwards, after going through some twists and turns that nearly got them lost. They looked down into what appeared to be a meeting room, and saw several individuals sitting at a round table. Peter recognized five of which he knew already, two of them were none other than Amanda Waller and Professor Emil Hamilton, the other three were Victor Von Doom, Dr. Otto Octavius, and Helmut Zemo.

"Holy maceral!" exclaimed Peter silently "Not only do we find two of the people who are responsible for the Ultimen's suffering, but also three of the villains who are planning to make this world their own."

"I don't believe this either." Dick whispered "But they're in conference with three more who might be a part of this."

"Well let's listen to what they have to say." Kaldur insisted quietly, so the three of them listened in on the conversation that was taking place, with Peter using a tape recorder. "I just don't understand, how could the other Ultimen have disappeared without a trace?" asked Professor Hamilton "Oh that depends on whether the League or their young allies helped them escape." Dr. Octavius told him.

"Doctor, they may have succeeded in keeping the Ultimen from falling into our hands." said a bald man that Dick and Kaldur recognized as former entrepreneur and philanthropist Lex Luthor "But what they don't realize is that the Juggernaut's rampage was just to throw them off track, so none of them would even suspect that a crime was being committed at STAR Labs."

The trio exchanged glances in shock "Juggernaut was a distraction?" asked Kaldur.

"Yes indeed" Doom added "and once the generator that was stolen is up and running, it will be too late."

"Gentlemen, I'm afraid that's not our priority right now." Waller told them sternly "We've got to come up with something else that will bring down the League permanently."

"But what about those Prime Avengers?" inquired General Eiling "I still think they'll be a worse thorn in our sides than the Justice League, anyone got any ideas?"

"General, we shall definitely come up with not only an idea, but also a great plan." Zemo assured him "For instance, an attempt to turn one of their teammates against them, now that would be a start."

"How do we do that?" asked a bald man with glasses and a goatee, whose name was Dr. Hugo Strange. "Well for starters, the A-Bomb could be captured alive while he's in human form." Doom told him "Then Dr. Moon and Dr. Octavius will have him brainwashed and erase his memories, so we will have the mightiest creature in the whole universe, or multiverse dancing at our fingertips and all A-Bomb will ever know is that he will belong to Cadmus, now and forever."

The heads of Cadmus looked at each other, and seemed to be weighing their options. Spider-Man and his companions were horrified when they heard what Doom had just said. After a moment of silence, Waller then spoke up. "Very well, I'll have to call in the squad to capture him, after we've sent them on their first mission." Peter, Dick, and Kaldur looked at each other in surprise, what was she talking about? "The squad?" Dick wondered.

"If you mean Task Force X, then we shall need to recruit more than five members to capture the A-Bomb and also, in case the squad runs into any trouble with the Prime Avengers." Zemo added. The others sitting around the table nodded, until a woman with purple hair spoke up "But we will still need to first concentrate on getting the Annihilater armor out of the Justice League's private storage area in the Watchtower."

"That is true Tala" answered Doom "But in order to do that, it seems that the squad's first mission will have to be kept small, such as a covert operation to slip in and out of the Watchtower."

"But what getting in and out of the Prime Avengers' HQ tower in New York?" inquired Eiling "I think we've got someone for that job." Zemo told him, pressing a button on what looked like his watch, and a man with a white face came into the room.

"Allow me to introduce Dmitri Smerdyakov, an international spy and hitman who is also a master of disguise, capable of changing the way he looks. But you may also know him as the Chameleon."

"Oh great" Peter groaned "One of my most original enemies is in on this too."

Smerdyakov pressed a button on his utility belt and after making proper adjustments, he instantly transformed into exact replicas of Luthor, Zemo, General Eiling, Dr. Octopus, and then Professor Hamilton which surprised everybody in the room. "Most remarkable" said Luthor. "Perhaps he will be of some use to us."

"Well before we send Task Force X on any particular missions." Waller told him "First we'll have the members injected with explosive nanites in order to ensure their cooperation, if they disobey orders then they get fatally injured."

As soon as the trio had heard what they needed to hear, they started going back the way they came. But just as they were halfway to their starting point, Peter stopped in his tracks "Hold on" he said "Did you hear something?" His two companions stopped and listened as well, the sound seemed to be coming from the opposite direction.

* * *

 **In another part of the Facility  
**

Nightwing, Spider-Man, and Aqualad finally crawled out of the vent and into one of the most preserved laboratories in the Facility. Luckily they were on top of a railing overlooking the scientists hard at work, they looked around and saw a large pod that had the initials 'Kr' on it and contained what looked like a teenage boy around eighteen years old. The boy was dressed in a white bodysuit with a red capital 'S' on it, and he was strapped down to a metal stretcher inside the pod.

"That boy looks like he's being held against his will." Kaldur told his friends.

"I definitely agree with you." Nightwing told him "But it also looks like they're about to experiment on him."

"Well after coming this far, there's no way that I'm going to let them get away with that." Spider-Man said determinedly, Nightwing and Aqualad exchanged glances and both knew that their friend wasn't going to change his mind. "Okay here's the plan" said Dick "if Kaldur can manipulate a huge current of water to flowing straight into the lab, first you're going to have to web up the security cameras Parker, so neither Luthor or Von Doom will suspect that we're onto them."

"Sounds like a great plan Grayson." Spider-Man complimented, so with that he swung on down and covered every camera in the lab with webs. Aqualad summoned a huge body of water that made everybody in the room go; "BURRAAHHBUBALABLU!" as they could hardly keep their heads above the water.

Next the three friends turned their attention towards the pod containing the teenage boy, Spider-Man gripped one side of the opening on the pod and Aqualad gripped the other, and together they yanked it wide open. The boy who was inside came out and almost fell down on his face, but Spider-Man caught him just in time and set him down gently.

"I wonder what he's doing here?" Nightwing inquired.

"I'm not sure" Peter replied "But we'll have to ask him about how long he's been here."

Turning to the strange boy, Peter helped him sit up against a wall. "Are you okay?" he asked, but the boy seemed to be a little tired at first then he looked at his rescuers and said "What's going on here?"

"We're here to see what Cadmus is up to." Spider-Man told him "When we saw what these people about to do with you, that's when we came down to save you."

"Thanks" the boy told him "Who are you?"

"You may consider us as friends." Spider-Man said to him "I'm Spider-Man, this is Nightwing and Aqualad, what do those people call you?"

"Kon-El" the boy answered "But I'm also called Superboy, those people were planning on using me as a weapon against the Justice League, when I tried to escape they had these little creatures called G-gnomes take control of my mind and forced me to sleep in this pod."

"Big surprise" Nightwing commented "But anyway how long have you been here?"

"I'm not of how long." Kon-El answered "But I do know that the day I was born is March 21st."

"March 21st?!" the others exclaimed "But that was seven months ago!" Spider-Man told him "Now you can't by any slim chance be a clone of Superman, are you?"

"Actually I'm afraid I am" said Superboy sadly "when I first came to be, I started suppressing memories that weren't mine. Then the scientists explained to me that I was a genomorph, a hybrid clone of Superman and Lex Luthor." The other three exchanged glances "So you're one of those genetic duplicates cloned from the DNA of certain heroes?" asked Aqualad.

"That he is!" a loud voice called out, the group turned their heads towards the source of the noise and were surprised to see four men standing in the doorway.

"Caught ya didn't we?" laughed the first man who wore a greyish-green suit with purple gloves, boots, and mask, he even carried a cast iron crowbar that was magically enchanted. This was Dirk Garthwaite, a career criminal who called himself the Wrecker. He was followed by three others who also entered the lab, the second man whose name was Eliot Franklin who wore a green and yellow outfit and was called Thunderball, the third man named Brian Calusky whose outfit consisted of a red mask and pants, a white shirt, and blue boots and a belt, he even went by the alias of Piledriver.

The fourth and final man was rugged and burly with long brown hair, he wore an orange sleeveless shirt and purple pants with holes in them. He was once called Mark Desmond, but after taking a serum just to make himself stronger, he became completely mindless and then became known as Blockbuster.

"Well look who's here." Spider-Man sarcastically told his companions "You know these guys?" Nightwing asked him "I know the first three, but I'm not familiar with the last one." He explained "Back where I come, the first three guys, along with somebody else called Bulldozer, formed a group called the Wreaking Crew."

"It looks like they have a new member." Aqualad told him as they prepared to defend themselves.

* * *

 **Watchtower**

Meanwhile Kara was training in the gym with Barbara and Black Canary as she was trying to take her mind off of what Peter and the others were doing. But try as she might, she just couldn't help thinking about Peter. The way he made her smile, feel so wanted and told the funniest jokes, it was so sweet and gentlemanly of him.

"Penny for your thoughts Kara?" asked Barbara, getting the Kryptonian's attention "Oh, I'm just a little distraught that Batman sent Peter off on another mission right after that Ultimen situation." Kara answered.

"I'm sure he had a good reason for doing so." Dinah Lance, the Black Canary assured her "Batman just wants to know what Cadmus is up to."

"I understand all that, I really do. But sometimes I wish that he'd let me know where he's going first." Kara told them, Dinah and Barbara understood completely what Kara was going through right now. Before they could change the subject, Superman walked into the gym and cleared his throat.

"Sorry to interrupt, I was just coming to tell you that for some reason or other, Spider-Man's mission is taking longer than expected."

"Has something gone wrong?" Kara asked worried.

"Batman just got a call that those three finally got some intel on Cadmus' plans, but now they're being held up by some gang called the Wreaking Crew."

Kara's eyes widened when she heard that, she walked up to her cousin. "What happened? Who or...what's the Wreaking Crew?"

"The Wreaking Crew is a gang of bodybuilder criminals from Earth-616." Superman told her "they're a part of the mighty Thor's rogues gallery, the group consists of four men, three of the original members are here in this world right now and they've got a new member called Blockbuster who was born in this world."

* * *

 **Back at Cadmus Labs**

Spider-Man dodged every strike from Thunderball's wrecking ball, and used his spider sense to see through the illusions that the Wrecker cast with his enchanted crowbar. Nightwing threw two of his bird-shaped boomerangs at Blockbuster who caught one with his big hand, while the other just bounced off his skin.

"Hah! You're gonna have to do better than that pretty boy, if you're trying to hurt me." Blockbuster taunted as he gripped the first boomerang, no sooner did he say that, than the boomerang he was holding gave off an electrical charge that gave him a powerful electric shock. Then he fell down flat on his face unconscious.

Aqualad was busy with Piledriver who smashed his oversized fists into the floor repeatedly, but the young Atlantean managed to stay three steps ahead of him. "Hold still would ya? It's hard to grab a hold of you when you keep dodging me" When the big brute carelessly broke a water tank full of electric eels that spilled out along with their water, Kaldur took the advantage to charge up the water with Piledriver still standing in it with the eels, which electrocuted him badly.

Thunderball kept throwing his wrecking ball at the webslinger still trying to crush him, but Spider-Man kept dodging him all the more. "You're pretty good webhead" he told him "But can you still keep it up after I bury you alive?" Thunderball swung his ball smashing the ceiling, and causing debris to fall on top of Spider-Man.

"Now wallcrawler, any last words before I finish you off?" asked the thug as he prepared to bring his wrecking ball down.

"Yes" Spider-Man answered grinning under his mask "Whatever you do, don't look behind you."

Thunderball was confused at first, but then he did take a look behind him just as Piledriver smashed the water tank, he smirked thinking that the wallcrawler was just playing a joke on him. But just as he turned back around, Spider-Man had already crawled out from under the debris and socked him right on the jaw, sending him flying into the same puddle that was filled with electric eels. Both Thunderball and Piledriver were badly electrocuted and then collapsed to the floor.

"You boys did a good job in beating my allies." The Wreaker told the three heroes as he twirled his crowbar "But since I'm the one with the most power, let's see how you really do."

With that Spider-Man and Nightwing fired weblines and wingdings at the master criminal, but he generated a force field with his enchanted crowbar blocking the shots. Then Aqualad drew out his hydro swords and engaged Wrecker in a thrashing duel while changing his swords into various weapons. Wrecker soon got tired of it and teleported behind Kaldur and would have knocked him out if Spider-Man hadn't pulled him out of the way in time. Then Wrecker proceeded to cause minor earthquakes and almost knocked the trio off their feet, he tried to confuse them by casting illusions but Spider-Man could sense him right through it. The Wrecker absorbed the surrounding energy with his crowbar and projected at the heroes, only for Kaldur to deflect it with his hydro swords which he had merged and changed into a shield.

"Not bad, not bad at all." Wrecker complimented "Now let me give you a demonstration of my mind controlling power." Turning his attention to Superboy who still hadn't moved from his spot during the fight, the Wrecker raised his crowbar that began to glow and Superboy felt a sharp sensation inside his head causing to cry out with intense pain.

"Guys we've got to get that crowbar away from him!" Spider-Man told his comrades, but just as they were about to do something, Superboy suddenly yelled out "GET OUT OF MY HEAD!"

Wrecker was shocked at the sudden show of resisting mind control, and before he could do anything Superboy stomped the floor so hard that Garthwaite nearly lost his balance, Kon-El quickly lunged forward and knocked him down. Then the young Kryptonian clone snapped the Wrecker's crowbar in half as if it were a twig.

The Prime Avengers stared in amazement at what had just happened. Superboy stood over his beaten tormenter with anger and defiance in his eyes before glancing at his rescuers. "What?" he asked them "Have you never seen a man get badly beaten?"

"Well that's a start for you anyway." Aqualad told him "But we need to go right now before the rest of Project Cadmus is onto us." The Kryptonian clone nodded, he was very grateful for being rescued and he wouldn't have to be a living weapon. "I'll gladly come with you." He told them "I want to see what the outside world is like, and be free."

"Okay" Spider-Man told him "Let's get you out of here, and see if the League can arrange a place for you to live."

"Oh won't that be nice?" sneered another voice that Peter recognized too well, they all turned around and saw a man dressed in a suit that was mostly red and partly black with a black spider symbol on the front, and a red one on the back. He wore a black mask with red lenses and there was black on the finger parts of his gloves. Unknown to Nightwing and Aqualad, this was Kaine, the second Scarlet Spider and one of Spider-Man's clones.

"So we meet again brother." Kaine told his long hated enemy, it had been over a year since the last time Peter saw his second clone. But that wasn't the first time he was cloned, the first time had been Ben Reily the first Scarlet Spider, the second time had been Jessica Drew AKA Spider-Woman. But now Kaine was here in this world at Project Cadmus, and he too must have been on the Triskelion when it crashed down to Earth. Doom, Octavius, and Zemo had previously assigned him to set traps for anyone who would break into Cadmus and that was unfortunate for the heroes.

"Do you know him?" asked Kaldur wondering since neither he or Dick had seen this person before in their lives. "I sure do" Peter answered "We go a long way back, and he's my third clone, Kaine has been through lots of difficult changes."

"Yes I sure have!" Kaine snarled "And that's no big surprise coming from you, since the first time I manifested, I was stuck with memories inside my head that weren't even mine. I've been stuck in the streets for a couple of years with no home, no job, no money, and no car. You always had everything and I didn't, so now all of that's about to change."

"We'll just see about that!" Nightwing told the spider-clone as he got ready to fight, but Kaine just laughed at him. "Do you honestly think I plan on fighting all three or four of you at the same time? Unfortunately unlike you guys, I've got friends in high and low places."

As he was still speaking, two other figures came into the room. One was a young woman with short blonde hair wearing a white leotard suit with white gloves, white boots and a hole that showed off her cleavage, the suit even showed her legs. Unknown to Dick and Kaldur, this was Supergirl's clone Galatea who once had a psychic connection with her original, which caused Kara to experience nightmares about killing people. The other was a young man wearing a red mask and a black spandex suit with a red bat emblem on his chest, he was also armed with two handguns and a series of high-tech equipment on his belt "Well what are you called?" asked Nightwing.

"You can call the Red Hood" the man answered "Unlike Kaine and Galatea whom you've just met, I started out with memories that didn't even belong to me. You have no idea how long I've been waiting to meet you."

"So you're a clone as well" said Dick "Then whose clone are you suppose to be?"

The Red Hood laughed at him for a moment before answering "Well I know how bad it was when you not only found out that your girlfriend was actually Batgirl, but also that your mentor knew about it and didn't tell you." Dick stared at him in disbelief "No, it can't be! Can it?" Spider-Man at the moment, was eyeing up Kara's clone.

"Galatea, I believe." he said which got her attention, she looked at him when he said her name. "Well somebody knows about me" she said with a wicked grin "Looks like you didn't die when Kara kicked your ass." He told her.

"Oh I plan on getting her back for it" she told him "But in the meantime, we need to going to make sure that you never leave this place."

"Indeed" Kaine added "Now with that done and explained, you're all coming with us right now!"

The Scarlet Spider clenched his fists, and to the surprise of Spider-Man's companions, two razer-sharp stingers came out of his wrists, only in front of the fists. (Well you know what I mean.) Red Hood drew out his guns and prepared to open fire, and Galatea got into her own fighting stance.

"If it's a fight you want." Spider-Man answered "Then it's a fight you will get!"

He went straight for Kaine, and the two wallcrawlers duked it out, such as ducking, dodging, and trading blows. They even fired webs at each other, trying to tie up the other. Galatea attacked Superboy since he was just about as strong as she was, but he stopped her in midair "Let me show you who's the strongest around here!" Galatea drew back her fist and tried to hit him, but he caught her hand and threw her across the room.

Aqualad run forward to help Spider-Man against Kaine who managed to strike him with his right stinger, Nightwing deflected all the shots that Red Hood fired at him, only getting shot in the right leg once, which prompted him to throw two of his wingdings that knocked the guns out of his clone's grasp. Then both combatants fought each other using their martial art skills, Red Hood seized his opponent by the neck, but the Dark Knight's former apprentice kicked him in the face and knocked him down. Kaldur received another strike from Kaine, this time from the left stinger, Spider-Man was so furious that he struck his clone in the face with both fists until the Scarlet Spider was completely unconscious.

At the same time Superboy had succeeded in beating Galatea by slamming her into the floor, Nightwing had defeated the Red Hood while Spider-Man went to check on his Atlantean companion. Kaldur was slumped on the floor with a fatal cut on his abdomen, but he was still conscious enough to breathe and his friends helped him to his feet "Come on Kaldur" urged Nightwing "We've still got to get out of here and return to the Watchtower, so you can be prepped for surgery." the young Atlantean nodded as his companions carried him to the vent where they came in, but Superboy stopped them.

"Wait" he told them "I could carry him for you while the both of you can climb out." Nightwing and Spider-Man exchanged glances and looked back at the Kryptonian clone. "Are you sure about that?" the Wallcrawler asked him, the genomorph nodded before answering "Never been so sure of anything in my short life."

"But can you fly?" asked Nightwing, the super-clone thought for a moment "No, I've never actually done that before" he admitted "Then we'll have to go through the vent back out the way we came" Spider-Man told him "Dick can still use his grappling hook to pull himself up, I'll climb up with a webline around my waist and Kon-El, you hold onto the other end with Kaldur over one shoulder, just remember my webs can only last for an hour, so we've got to hurry."

With enough being said, the foursome went into the ventilation system and started going upwards. After about forty minutes they finally reached the rooftop, and then jumped off the edge where they landed on a cliff not far from the north entrance. Then after making sure that were no soldiers around watching them, the quartet proceeded to jump down to where the motorcycles were hidden. Of course Superboy was the one who actually jumped and carried Aqualad at the same time, while Spider-Man and Nightwing glided down with the use of web-wings and extension wings.

As soon as they landed, Peter and Dick started up their bikes and drove off with Kon-El running at super speed not far behind them, with Kaldur over his right shoulder and the third bike under his left arm. Once the CADMUS bunker was way out of sight, Spider-Man contacted the Watchtower with his communicator "J'onn, we need to get beamed up right now! Aqualad's badly injured and Nightwing's recently been shot in the leg. I'm sending coordinates even as we speak"

"Alright" said J'onn from the other end of the line "Give me a few minutes to type them in, and all three of you will teleported."

"Actually, you'll be surprised to learn that there's four of us now." Nightwing stated "We just rescued somebody who was about to get used as a weapon."

* * *

 **Several Hours Later**

Kaldur'ahm was resting in the Watchtower's Infirmary with an IV attached to his arm, and the only person waiting on him was Aquaman. After the four were taken up to the Watchtower, Peter made sure to tell the whole story in the meeting room, basically with his report on what Cadmus was planning and encountering Kaine, Galatea, and the Red Hood, and liberating Superboy. Of course, the young half-breed Kryptonian was glad to be there, because the scientists at Cadmus would also be unable to use him as 'the Weapon'. Since he was now free, no one could ever control him again.

After the meeting, Superman took Peter aside to talk with him "All of this is way too personal, although you could tell Kara about your adventures in Arizona, but as for right now..." He paused for a minute thinking about what else to say "I want you to promise not to tell her anything about seeing Galatea at CADMUS, because I'm afraid that if she learns Galatea is still alive she might start to get funny ideas about going after her. Also don't tell her anything about Professor Hamilton working for Cadmus, I'm sure you can understand all that."

Peter nodded in understanding knowing that Clark was making a simple request and not a suggestion, he turned and saw Kara coming down the with Barbara Gordon and Wanda Maximoff. He knew that he had to make up his mind although it felt wrong to keep something from someone he cared deeply about, so he turned to Superman "Okay I promise that she won't know anything about it. At least you mean not to tell her until the right time, don't you?"

Superman nodded just as Batgirl, Supergirl, and Scarlet Witch came up, the three girls were talking about going to a mall in either Gotham, Metropolis, or New York City. As soon as Kara saw Peter, she ran up to him at super speed and hugged him so fiercely that he thought she was about to crack his whole rib cage. Barbara and Wanda were surprised at Kara's display of affection towards Peter while Superman smiled at the pair "I'll leave you two alone for a while, looks like you both have some catching up to do."

As soon as the Man of Steel left, Kara smacked Peter across the face and gave him a piece of her mind for scaring her half to death "I swear one of these days Peter Parker, if you ever scare me like that again when you go on one of those crazy missions either alone or with allies, I won't so forgiving next time." Peter knew that she was talking about that the mission in the desert took too long, so he put his hands on both her shoulders and looked in her in the eye. "Kara, I'm really sorry for making you worry so much, but I promise that I'll never take as long again. Maybe sometime I'll make sure to bring you along for a certain mission." Kara stared at him for a minute before Barbara stepped forward "Sorry to interrupt, but Wanda and I would like to see Dick and Kaldur." Peter pointed out that they were in the Infirmary where Dick was having surgery with having a bullet removed from his right leg, and Kaldur was just recovering from blood loss. Wanda and Barbara thanked him before heading off towards the Infirmary to check on Dick and Kaldur, after they left Peter pulled Kara close and she hugged him tightly, not wanting to lose him.

Dick was laying down with his right leg in a cast, he turned and saw his former mentor and ex-girlfriend coming into the room. "How are you feeling?" Batman asked his first protégé "I think I'm okay" Dick answered "But ever since that guy who calls himself the Red Hood showed up in my life, I can't help but wonder how Cadmus managed to get a piece of my own DNA."

Batman grinned at him "Don't worry about it, Spider-Man told most of the founding Leaguers along with Aquaman, so it's a good thing that you're still alive." Dick was glad that his mentor still cared, they had reconciled not long after Dick told Tim Drake the second Robin about his fallout with Batman for not telling him that Barbara was actually Batgirl. Barbara smiled at seeing Dick talking to Bruce, it had been a long time since the two had a meaningful conversation.

Bruce turned around and looked at Barbara standing there. "I'll leave the two of you alone to catch up, just let me know if you need something." He left the room and Barbara sat down next to Dick and held his hand, feeling happy that he was safe. "So what would you like to talk about first?" Dick asked her as soon as they were alone.

Kaldur opened his eyes and found himself in what appeared to be the med bay, as he tried to sit up and look around, he felt a hand on his shoulder "Easy there Aqualad, you're very lucky that the Scarlet Spider didn't kill you right now, although you've lost a lot of blood." Turning to the sound of that voice, Kaldur saw that it was only his king and mentor who looked relieved that his best warrior was going to be alright. "My king, I'm sorry if I ever disappointed you-" Aquaman cut him off "Now you haven't disappointed me Kaldur, even though there were a couple of delays caused by the Wreaking Crew and three of CADMUS' clones." he paused for a moment before continuing "It's really a good thing that all three of you along with that young clone of Superman's made it out safely."

Just then Wanda came into the room and saw Kaldur talking with his mentor, she wasn't sure of how to approach them. Then Aquaman looked up and saw her "Hello Wanda" he said "I don't suppose that you've heard about what happened in the Arizona desert."

the Scarlet Witch nodded and stepped forward "I hope I'm not interrupting anything" she said, the Atlantean king shook his head "Not at all, do come and sit down and we'll start from the beginning."

So Wanda sat down in one of the extra chairs close by and Kaldur told the whole story of the mission in the desert, starting with infiltrating CADMUS and ending with rescuing Superboy.

 **Meanwhile at Cadmus HQ**

"You let Spider-Man and his companions ESCAPE!?" Doom was definitely not in the best of moods when the Wrecker told him the story of how Kon-El was freed. "You were suppose to keep anyone who broke in here from leaving!" nearby coworkers were busy cleaning up the mess that was left behind.

"Hey, how was I to know that the teenage super clone would side with those pathetic rascals?" asked Kaine, before looking down at his stingers which he didn't even sheathe yet. "But at least I did get a blood sample from that fish boy, you know when I stabbed him with my stingers."

Everyone else who was also there, including Galatea groaned in disgust. However Dr. Octavius walked over and said to him "Why didn't you say anything about it before? Come to one of the labs so I can analyze it." As soon as Kaine and Doc Octopus were out sight, the Wrecker turned to Doom. "Well now that rascal is helping the good old doc with something else, you think you might find something to put my crowbar back together again?"

"I'm not the only one who works on the elements of magic." Doom told him "I have some work to do, and I can't be sidetracked. If you need help fixing your crowbar, just talk to Tala about it." Wrecker went to Tala, and she politely agreed to help him repair his magic crowbar, since she was in charge of researching mysticism. After they left the lab, Zemo turned to Waller "Don't you think now would be the time to call in the squad?" he asked "That can be arranged" she replied "But we'll have to make our move before the Justice League and the Prime Avengers do."

* * *

 **Three Days Later**

Batman, Spider-Man and Superman arrived in the driveway of the Teen Titans tower in Jump City after being teleported from the Watchtower down there with Kon-El/Superboy who was also called Connor Kent. After debating on what should be done with him, the Leaguers and PA members decided to induct him into the Teen Titans just so he could fit in with people who might have something in common and could relate to. As soon as they touched the ground, the current members of the Titans came out to greet them, earlier Batman had contacted and told Starfire and Tim Drake AKA Robin that they were coming over with a new recruit to introduce.

"Hey Batman!" exclaimed Robin "It's great to see you here, along with Superman!" the Man of Steel smiled at the thought of seeing the Dark Knight's youngest ward again.

"Hey, you must be that Spider-Man guy" said one of the other members, who was a green teenager in a red-and-white suit, he was Garfield Logan AKA Beast Boy "Yes I am" the wall crawler answered "And I believe you've probably heard that we've someone over to join your group." He put a hand on Superboy's shoulder "Everybody, I'd like all of you to meet Connor Kent or as he's also called, Superboy" the other Titans looked at each other in amazement, none of them had ever seen this coming.

"So makes him so super?" asked a pale Goth girl wearing a dark blueish-purple suit with a cloak and hood, this was Rachel Roth AKA Raven.

"Well he's a clone of Superman created by an organization called Project Cadmus to be used as one of their weapons against the Justice League." Spider-Man explained "Anyway, Nightwing, Aqualad and I found him and rescued him. Then we decided to bring him here so he can feel right at home with people that would be like his new family."

The Titans exchanged glances before looking back at the newcomer "Okay sounds good enough to me" said a hispanic teen wearing a blue-and-black suit of armor, his name was Jamie Reyes and he went by the moniker of the Blue Beetle. "This gig keeps getting better and better" said Kid Flash who had helped fight against the symbiote invasion "Then it's settled" said Starfire stepping forward and extending her hand for a shake "Welcome to the Titans Connor, I certainly hope that you'll appreciate the Justice League doing this for you."

Connor shook her hand in return, and did the same thing with Robin "It's so great to have a new member on the team" the Boy Wonder told him "I'm sure we'll have a fantastic time working together." the other Titans gathered around welcoming their newest member into the fold, Spider-Man turned to Superman and Batman who grinned at the prospect of Superboy joining the Titans "So you think he's going to be okay?"

"Looks like he will, from the way he was accepted into his new family" Superman answered, before he contacted the Watchtower to bring them up.

 **Sounds like Cadmus is going to make their first move, folks! You'll just might get a chapter where there's an episode of Prime Avengers vs. Suicide Squad. But before that, we might have the part that Doc Ock and Emil Hamilton create a clone of Aqualad, or the introduction of Jesse Quick who should have been included in the second and third chapters at the start of this story. Anyway, sound off in the comments below to say what you think, until next time!**

 **Voice cast:**

 **Kon-El/Superboy (Nolan North)**

 **Dirk Garthwaite/the Wrecker (Steven Blum)**

 **Kaine/Scarlet Spider II (Scott Porter)**

 **Galatea (Nicholle Tom)**

 **Red Hood (Jensen Ackles)**


	7. Chapter 7: Welome to Oa

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 7: Welcome to Oa

 **Here you have it! My first chapter centering on Kyle Rayner and the Green Lantern Corps! This is going to very similar to the two Justice League episodes 'In Blackest Night' parts 1 &2, just to include villains that have never been used before. Now the Prime Avengers, mainly four or six of them are going out into the farthest reaches of space, just to help the Guardians of the Universe. By the way, there should be three speedsters in this story. One on the Justice League, one on the Teen Titans, and finally one on the Prime Avengers. Even though Kyle now resembles his comic book counterpart, he will also have a romantic relationship with Donna Troy, just like in the DC comics and that's the truth. I take back wanting to write something about Kyle being framed.**

In the farthest depths of space, several members of the Green Lantern Corps were protecting the planet Kalanor, which was once under the control of the Kalanorian Despero and the Legion of the Third Eye. Right now the planet was under siege from the Red Lantern Corps, and the only available Lanterns were Kyle Rayner of Earth in sector 2814, Kilowog of Bolovax Vik in sector 674, Katma Tui of Korugar in sector 1417, Tomar-Tu of Xudar in sector 2813, and Arisia Rrab of Graxos IV in sector 2815.

"Why do these Red Lanterns oppress so many innocent people?" asked Arisia while firing energy blasts from her power ring.

"They hate what they can't control." answered Katma "so we need to make they're all driven back once and for all."

Just as she was still talking, a huge red object came barreling towards them at high speed, they all got out of the way just in time before the object slammed into the ground. It formed a creator revealing a large red-skinned alien in a red-and-black uniform, with a red power ring on his right hand. "I have waited a long time for this day!" he gloated towering over most of them, except Kilowog.

"That's a load of shit coming from you Atrocitus!" retorted Kilowog getting ready to fight, the other Lanterns got ready to do the same when Kyle turned his head and whispered to Arisia. "You and Ch'p need to get out of here, and don't stop until you reach Oa to contact the Justice League and the Prime Avengers!"

"But what about the rest of you?" she asked worriedly "Don't worry about us" Katma told her "Just get to Oa and tell the Guardians that they must contact the Justice League at once. The rest of us will deal with Atrocitus and his followers."

Having no other choice, Arisia left the scene followed closely by Ch'p who also seemed reluctant to leave.

* * *

 **Two Weeks Later**

After that whole ordeal of their first confrontation with Cadmus, Spider-Man and his fellow teammates went through several simulations of New York, Gotham, Metropolis and Central City fighting holographic illusions of villains from Batman, Superman, Flash and Spider-Man's rogue galleries. It was no problem at all since they were going to learn how to be more mindful of their surroundings.

"This is intense, huh Professor?" asked Ronnie while firing several balls of fire at the illusions. _"I can't disagree with you there Ronald."_ The Professor told him from inside _"We have to be more mindful of our surroundings, my brains and your brawn together will be very unbearable for the enemy that surrounds us."_

"Okay I got ya" Ronnie answered as he continued hurling his fireballs at the illusions of Blizzard, Mr. Freeze and Killer Frost that he was fighting with, the A-Bomb smashed the ground with his bare hands causing a few of the enemies to fall off their feet, then he went head to head with an illusion of the Wendigo. M'gann phased through several illusions of Batman's villains; including Two-Face, the Joker, and Killer Croc causing them to short-circuit and fall to the ground.

Kara and Donna teamed up on illusions of the Flash's rogues by tying Captain Cold, Heatwave and the Golden Glider back to back with the Mirror Master, the Weather Wizard and Captain Boomerang. While Peter, Dick and Kaldur fought against illusions of Superman's villains including Kalibak, Metallo, Livewire, Parasite, and Volcana. Mainframe fired off a few miniature missiles that donated the illusions of Spider-Man's villains, causing them to explode and what was left of them to fall down.

"Well that's all in a day's work, we've been at this for three hours." Peter told the others as the simulation went down.

"You can say that again." A-Bomb commented as they exited the training area, just as they came into the cafeteria for refreshments, the monitor in the communications room went off indicating that someone was in contact.

"Hey, what gives?" asked Firestorm, the others didn't answer as they all went to answer the call. Peter pushed the answer button on the machine and a screen image of Superman came up. "Good morning group, I hope this isn't a bad timing to give you a call."

"Hey Supes!" Spider-Man exclaimed "How are you doing? I think you made perfect timing as usual to call us, so what's up?"

"Actually I was calling because two Green Lanterns, that neither of us have ever seen before, crash-landed on the outskirts of Metropolis." Peter and the others looked at each other in surprise "What are a couple of Green Lanterns from Oa doing here on Earth?" asked Firestorm.

"They said that they came to find the Justice League and the Prime Avengers." Superman explained "I think it's urgent that all of you get up to the Watchtower in time, because one of them also said that 'something terrible happened to Kyle Rayner' before passing out."

Spider-Man, Supergirl, Troia and the others were completely shocked to hear that. Kyle was one of the new team's founding members, and they all knew he had to go back to Oa since he was still stationed elsewhere across the galaxy.

* * *

 **Thirty minutes later at the Watchtower**

Peter, Kara, Rick, M'gann and the others stood outside one of the medical wings in the Infirmary. Donna was basically concerned as she looked through the glass, could these other Green Lanterns tell them about what happened to Kyle? Would they able to help them? Diana, Superman and John Stewart came over and stood with the group. "We were greatly concerned when the young girl mentioned something about Kyle getting captured by Red Lanterns." John explained "However the little fuzzball said that it was very urgent that they see you personally."

Peter and Kara looked at each other as if they were deep in thought, and looked back at the three founding Leaguers. "Okay maybe as soon as J'onn is done with them, we'll go in and talk to them." Peter told them.

* * *

 **Elsewhere on Apokolips**

While this was all taking place, Loki stood on the of the royal palace observing the construction of a new battle coliseum. At his right side stood a gorilla-like alien named Kalibak who also had a mane like a lion's, on his left stood a musclebound alien wearing a purple suit with black and silver markings on the sleeves, shirt collar, abdomen, waist and pant legs. This was Mongul, once the ruler of the place called War World, two years after his first defeat the vengeful warrior returned and had earlier that same year, before Spider-Man had arrived, tried to conquer Earth and make it into a new War World while Superman was under the telepathic influence of the alien parasite called the Black Mercy. But that plan backfired when Batman and Wonder Woman interfered, and he ended up being infected by his own weapon. Three months after the second Green Goblin's attempts to take over Earth-1 were foiled, Loki ordered Granny Goodness to send the Female Furies to find Mongul and bring him up to Apokolips. Once the Black Mercy had been removed from his chest, Mongul was very grateful for being liberated and hoped to get revenge on Superman and the Justice League.

"Once the new Coliseum is finished I'll have every fighter from all sentient planetary species fight to the Death." Mongul gloated.

"Yes, and it will be a sight to behold when a few of Earth's heroes are forced to take part in the games." Loki told him as he grinned wickedly, Kalibak stood off to the side thinking on things "Perhaps I could capture this Spider-Man that you spoke of, and bring him back here to partake in the war games." He suggested.

"No Kalibak, no" Loki told him sternly "Not right now, that annoying insufferable arachnid's time will come when Mongul and I decide to have him captured and brought here alive." The trickster paused for a moment before adding "Do I make myself clear?"

Kalibak thought about it for a minute, he considered rebelling against Loki, but he knew that it would be completely unwise to make the same mistakes that he had made before when Darkseid, his father was alive. "As you wish my lord" he replied submissively bowing his head before leaving.

* * *

 **Back on the Watchtower**

Arisia Rhab and Ch'p recovered quickly, and as soon as they were feeling well enough, they both told their accounts of what happened on Kalanor.

"So Rayner sent the both of you to Earth to tip us off about a Red Lantern attack on Kalanor, huh?" asked John Stewart, after exchanging glances with Diana and Superman. "Yes, he told us to contact you as we reached Oa, but the Guardians weren't able to patch either of you through." Arisia explained "So they gave us the coordinates to your planet, and then Ch'p and I made flight to Earth as fast as we could go." Peter, Kara, John Stewart, Diana, Donna and Superman were surprised to hear that.

"So you need us to come with you to Kalanor and do something about this Red Lantern problem, eh?" asked Spider-Man, the younger female Lantern nodded before continuing "We must return to Oa so the Guardians may give a few updates on the latest attacks from the Red Lantern Corps."

"Well then enough talk" Donna answered "we must deploy for Oa right away."

"First I'd better contact the Guardians and inform them that Arisia and Ch'p are safe, and that some of us coming with them to Oa." John added before he left the Infirmary, Superman turned to the others. "Now that that's settled, I think we take a vote on who's going and who's staying."

"I think I'll be going since Kyle is one of my team's founding members." Spider-Man told him, Superman grinned knowing that one of his newest friends wanted to help Kyle. Troia, Miss Martian, A-bomb, Mainframe and Firestorm immediately stepped forward to volunteer, Kara was about to volunteer when Superman stopped her.

"Now Kara, I think these two only need five or six volunteers to help them save their fellow Green Lanterns on Kalanor." Kara felt disappointed that she wasn't going along with them, suddenly the PA blared to life.

"All Justice League members and associates report to the Javelin bay for deployment" J'onn's voice sounded over the speakers. "We have an omega-level threat, this is not a drill" they all looked at each other."Looks like we're going to have to briefly explain our situation to your Martian friend." Ch'p told them.

* * *

 **One Hour Later**

Arisia Rhab and Ch'p were sailing through the depths of space leading a red spaceship back to Kalanor. This was M'gann M'orzz's Martian Bio-ship that was connected to her mind, which was how she was piloting it in the first place.

Inside the other members of the team were buckled up in seats made of organic material, while Miss Martian was piloting from the controls in the back. The ship was flying at 500 miles per hour and jump to light speed, and while they were flying at light speed, the ship and Green Lanterns passed over an asteroid belt with a rocky region where several individuals looked up in surprise to the ship passing overhead. "Oh, man now where was I before being so rudely interrupted?" asked the person who looked like an old man wearing a spacesuit, and talking to three aliens in blue robes. "at that time, I was a Federal Express man."

Inside the ship on the right were seated Mainframe and Firestorm, on the left were seated Troia and the A-Bomb. While Spider-Man sat in front since he was the leader, each of them was working on a monitor set in front of their seats. "How long will it be until we finally reach Kalanor?" asked Firestorm "Only a little more time and then we'll be there." M'gann answered as she piloted the controls.

Meanwhile outside, Arisia and Ch'p were steadily flying towards Kalanor, and leading their new allies in the hopes of saving the other Green Lanterns. Just then a bright blue light came rocketing where they were going, and as they prepared themselves the blue light powered down a bit to reveal a white alien wearing a blue and black uniform.

"Who are you?" Arisia inquired "I don't recall having ever seen you before."

"My name is Saint Walker" the newcomer replied "I have come to warn you that Atrocitus and his band of Red Lanterns are doing more than ravaging Kalanor, they are attempting to distract the Green Lantern Corps just so _he_ can invade Oa."

"Who is planning to invade Oa?" Ch'p asked, ever since he and Arisia were finally returning to Kalanor, they never saw this coming.

"The Anti-Monitor." Saint Walker replied, the two Lanterns exchanged glances and looked back at the newcomer. "I'll explain it along the way to Oa, but first you and your allies should that I am a Blue Lantern and I hail from the Planet Odym, base of operations for the Blue Lantern Corps."

Inside the Martian Bio-ship, Spider-Man and his companions saw what was taking place outside. "Who's that new guy?" asked the A-Bomb feeling extremely curious "If that's what I think it is" Spider-Man answered "Then it's pretty obvious he's probably on our side." The others nodded in agreement.

"Well let's follow them and see what it's all about." Donna insisted, with enough being said, M'gann accelerated the ship controls so they were following their new allies. Soon enough, they reached Oa's solar system and entered the atmosphere of the planet that was home to the Green Lantern Corps. "Oh this looks so beautiful" said M'gann as she steered her spacecraft towards a landing deck.

As soon as the ship landed and everyone piled out, Arisia and Ch'p landed next to them along with Saint Walker who took control of the situation at once.

"We've got to find the Guardians and warn them of the Anti-Monitor's invasion." He told them, so with that said they all headed to the citadel where the Guardians of the Universe held their council meetings. "I hope we're not too late" Donna whispered to the others who nodded their agreements.

* * *

 **Meanwhile on Kalanor**

In the darkest prison with dark cells that had no windows, the Green Lanterns who had tried to protect Kalanor from the Red Lanterns, were all chained up. On the left were Kilowog and Katma Tui, on the right were Kyle Rayner and Tomar-Tu, they all were starting to recover from unconsciousness.

Kyle was the first to wake up, as soon as he opened his eyes, he looked around and was completely astonished to realize that he and his fellow Lanterns were in chains, and behind bars. 'I sure hope Arisia and Ch'p made it safely to Earth and got in contact with the Justice League' he thought to himself. Quickly he pieced together the events that lead to all of them being captured and locked in this prison.

* * *

 **Two Weeks and Three Days Earlier**

Not long after Arisia and Ch'p were out of sight, Kyle and the other Lanterns turned to deal with Atrocitus and his band of Red Lanterns. "Do you honestly think you could prevent the whole Red Lantern Corps from achieving their goals?" demanded Atrocitus as his followers rallied behind him.

"Actually, we're just going to stall you long enough for some reinforcements to get here on time." Katma Tui told him as she, Kyle, Kilowog and Tomar-Tu got ready to fight. "We'll see about that!" cried another Red Lantern named Zilius Zox as he charged forward to attack, Tomar-Tu quickly blocked one of his attacks with a construct from his power ring.

Three more Red Lanterns named Bleez, Dex-Starr, and Skallox joined in on the battle, which prompted Kyle, Katma, and Kiliowog to take a stance. But just as they were fighting the enemy, Atrocitus made his move and swatted each of them down like flies. Each of them fell down towards a cliff where they hit their heads and lost consciousness.

* * *

 **Present Day**

"I can't believe that all of us ended up captured and locked up in this reeky rancid dungeon." Kyle told himself, the other Green Lanterns were finally coming around and opened their eyes to find themselves in prison.

"Oh man do I have the mother of all headaches?" groaned Kilowog rubbing his head and looking at his surroundings. "Where are we?" asked Katma, realizing that all of them were in chains "Where do you think?" inquired Tomar-Tu "It's obvious that Atrocitus had all of us locked in this prison right after he knocked us all down towards that cliff where we hit our heads."

"Indeed" said a new voice, they all turned their heads to see a familiar figure come into the dungeon.

"So you've finally come around" Atrocitus gloated standing over his prisoners, Kyle glared at the tall red alien. "You may hold us prisoner Atrocitus, but the least we can do is hope that help will arrive soon enough."

Atrocitus laughed maniacally and sneered at the Lanterns "Hah! You can hope for help to arrive as long as you wish. But what you realize is that the Red Lantern Corps is only keeping the Green Lantern Corps sidetracked." Kyle exchanged glances with the other Green Lanterns "What's that suppose to mean?"

"It means that by the time reinforcements get here, it will be too late." Atrocitus continued "While you're being rescued, my benefactor will lead a full-scale attack on Oa, and it will still be too late because you all would take too long returning to Oa, and the Guardians will be like generals without soldiers."

The Green Lanterns were horrified when they heard that "You're saying this was a setup?" Kyle demanded "Who's your benefactor anyway?"

"He is someone of great power and potential" Atrocitus explained "Someone with the power to change the universe and…" but before he could finish one of the guards from outside came running. "Atrocitus!" the guard cried out "An incoming ship is approaching Kalanor at astonishing speed, and what's more two other Green Lanterns are also coming alongside the Blue Lantern Saint Walker."

"Very well alert all the Red Lanterns and we shall deal with those annoyances." Atrocitus snarled "But as for Saint Walker, he's mine and mine alone."

* * *

 **Outside**

Team Spider, Saint Walker, Arisia Rhab, and Ch'p finally arrived on Kalanor and proceeded to launch their assault. M'gann continued piloting her ship while the others went on with their plan of action, Arisia and Ch'p managed to the Red Lanterns from head on long enough for Mainframe, Spider-Man, and Firestorm to cut them down from behind. "We've got to find where they're holding Kyle and the other Lanterns." Donna told her teammates who agreed with her "Okay first I'll have M'gann do a telepathic sweep while Mainframe hacks into the security systems to where they're being kept" Peter told her.

Just then the biggest alien that any of them had ever seen landed right in front of them, when he rose up they were astounded to see how big he really was "So the Green Lantern Corps didn't arrive on time, this was suppose to be a personal welcome party" He growled impatiently.

"Well the Guardians asked us to give you a message." Spider-Man quipped "That they're not about to waste the whole Corps on you when Oa is about to be under attack from the Anti-Monitor."

Atrocitus seethed when he heard that "So Saint Walker must have told you and all of you must already informed the Guardians of this."

"Yes that we have." Saint Walker put in "And to make it clear, none of us will stand off the side while Oa is under siege." This enraged Atrocitus even more that he flew at the Blue Lantern while conjuring up the construct of a raging bull. In response, Saint Walker formed the construct of a stone wall blocking the bull's attack.

"Come on" urged Arisia "Saint Walker can deal with Atrocitus, the rest of us need to find Kyle Rayner and the other Green Lanterns."

* * *

 **Meanwhile in the Dungeon**

Kyle wasn't so sure about what was happening outside except that Arisia and Ch'p were back, and Saint Walker was with them. He also hoped that those two had somehow made it to Earth and back again. Just then there came a loud noise from the entrance to the prison, and several Red Lanterns were knocked out flat and in came several figures that Kyle recognized immediately.

"Kyle you're alright!" The young Amazon princess came over and gripped the cell bars, and with some help from Spider-Man and the A-Bomb, pulled them loose. Then she proceeded to break Kyle's chains while the A-Bomb turned Kilowog loose and Firestorm melted Katma and Tomar-Tu's chains so they walk free.

"Am I glad to see you guys." Kyle grinned and shook the hands of his friends from Earth. Arisia and Ch'p came in and were glad to see their fellow Lanterns freed at last "We ran into Saint Walker on our return to Oa and he informed us that the Red Lanterns were just pawns in making sure the whole Green Lantern Corps was sidetracked while the Anti-Monitor invades Oa."

The other Lanterns were shocked to hear that, the Guardians had told them before that the Anti-Monitor was an artificial intelligence created by the renegade Guardian Krona, but after recognizing its superiority and turning against Krona, it was banished to another dimension. "Then there's no time to lose" Katma told them "We must return to Oa immediately."

They all agreed with her and quickly raced outside where Team Spider climbed back into Miss Martian's Bio-ship, while the Green Lanterns just took off alongside the ship.

* * *

 **Later on Oa**

While this was happening, the Guardians were busily preparing for the oncoming attack on their native planet "I certainly hope that Kyle Rayner and his friends return here on time to prevent the Anti-Monitor's invasion." said Ganthet one of the council's primary members. "Don't worry Ganthet" said another Guardian named Sayd who was also responsible for helping him set up the Blue Lantern Corps "If Saint Walker could help them defeat the Red Lanterns, then I am certain they will return to Oa and stop the Anti-Monitor."

Just then the PA sounded out loud "It seems he has already gotten here before them!" cried out one of the other Guardians, sure enough there on the holographic screen an image of the Anti-Monitor approaching Oa appeared. But what was really the shock was the fact that he wasn't alone, for he was also flanked by several thousand robots that looked completely familiar. "By the stars! He's also brought the Manhunters with him!" exclaimed Appa Ali Apsa, the head of the council.

He was right, those were the same robots that were originally their first law enforcement before he and the other Guardians founded the Green Lantern Corps.

"Then that settles it, we must prepare to hold them off long enough for reinforcements to arrive." answered another Guardian named Scar who was also an important member of the council, seeing that the fortress wouldn't be able to withstand a full-scale attack from both the Anti-Monitor and the Manhunters.

Meanwhile outside the citadel, the army of red-and-purple robots had proceeded with their assault on Oa and they were very determined to destroy the Guardians once and for all. "Go forth my children" commanded the Anti-Monitor "Crush them! Do not hesitate, show no mercy!"

While this was happening, the Guardians and their remaining Green Lanterns put up energy shields to keep out the Manhunters. But that seemed to frustrate the robots even more than ever, taking up their energy staffs they kept ramming the shields until they broke right through. Just as they were about to continue their assault, several blasts of energy rained down on them followed by a loud primal roar. The Manhunters looked up just in time to see Saint Walker who was followed by several Green Lanterns and a group of people that they had never seen before "Open fire! Stop those meddlers!" roared the Anti-Monitor.

The Manhunters quickly followed their master's bidding, but their blasts were blocked by force fields that were conjured by Saint Walker and the Green Lanterns. Thinking quickly Spider-Man glided towards the ground using his web wings(I wish I thought of them in the first three chapters) and latched onto four of the robots by tangling them all up. Troia and Mainframe launched the A-Bomb towards the enemy with all their strength so that the Gamma monster smashed and plowed through everything in sight.

Miss Martian shapeshifted into a humamnoid spider creature with six arms and eight eyes that clawed right through the thick shells of the Manhunters and she didn't stop until she destroyed twelve dozen robots. A-Bomb and Firestorm teamed up to destroy twenty dozen of the Manhunters through a series of smashing and nuking "Hey Big Guy! Save some of those dumbbells for me!" the Nuclear man called out.

"A-Bomb is glad to oblige" the A-Bomb answered as he tossed a few Manhunters in the Nuclear man's direction.

While the tide was turning in favor of the Prime Avengers and the whole Green Lantern Corps, the Anti-Monitor slipped inside the citadel to find the Central Power Core. He phased right through every force field that the Guardians had set up by absorbing their energy, and kept going until he blasted through a solid wall which opened a big hole into the room of the Central Battery Core.

"Finally" he said to himself "My victory is close at hand." The giant android ventured closer to absorb energy from the Battery Core that looked like a giant lantern, than suddenly a green blast of energy struck him on the right side of the head. This prompted him to turn around in sudden anger and saw who hit him, it was none other than Scar one of the Guardians.

"What brings you down here, Anti-Monitor?" she demanded of the AI.

"I only have come to claim what's rightfully mine" retorted the Monitor as he fired back at her only for Scar to send a long blast of energy in his direction, but it was not enough against his overloaded amount of gunfire and Scar would have been incinerated if Kyle Rayner hadn't intervened. "Oh I hate to disagree with you pal, but I'm telling you right now the same thing that John Stewart said to the Lead Manhunter. This power from the Central Battery Core was never yours to begin with! It always belonged to the Guardians!"

"So, the Guardians were the ones who betrayed me!" shouted the Anti-Monitor as he fought with Kyle "Just as they betrayed the Manhunters!" with that being said, he swatted the Green Lantern aside and started towards the Power Core, but just as he was about to absorb its energy a loud guttural roar was heard overhead.

"RAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAWWWWRRRR!"

The giant robot looked up in time to see a large blue gargantuan creature dive down right on top of him and pounded him hard on the head, than the blue scaly creature started ripping out chunks of wire and metal from the Anti-Monitor's face. "GRAWWRGH! A-BOMB SMASH PUNY MONITOR!" so while he was busy with the Anti-Monitor, Kyle took the initiative to fly over to the Power Core and as the Anti-Monitor was starting to absorb energy, the young Lantern raised his power ring and recited the oath of the Green Lantern Corps:

"In Brightest Day, In Blackest Night, No Evil Shall Escape My Sight, Let Those Who Worship Evil's Might, Beware My Power…. GREEN LANTERN'S LIGHT!"

At those last words, the Anti-Monitor's whole body shook and trembled so much that the A-Bomb had to get off before the iron giant exploded like an atomic bomb.

"NOOOOOOOOOOOOOO!" the Anti-Monitor bellowed loudly as all his circuits burst and sizzled in midair. On the ground, Team Spider and the Green Lantern Corps watched in awestricken amazement as what was left of the Anti-Monitor came falling down to the ground.

Appa Ali Apsa, Ganthet, and Sayd came into the chamber and saw the outcome of what had happened, they all smiled gratefully and floated over "It seems that Abin Sur's ring choose wisely when it found you." Ganthet told the young Lantern before he and the other Guardians bowed their heads in gratitude as they had done with John Stewart "Thank you Kyle Rayner."

Kyle smiled in appreciation and than he and A-Bomb went outside to join the others who were gathering up what was left of the Manhunters "Good work Kyle" Kilowog complimented putting a hand on Kyle's shoulder.

"You did a real performance of combining the power of your ring with the Central Power Ring to destroy the Anti-Monitor" Katma told him.

"Your friends from Earth are some magnificent fighters including the dark haired princess and the giant blue creature" said Arisia.

"I think I really like the guy with the spider powers and the fiery one who flies" Ch'p added, that made Kyle throw a grin at his fellow Lanterns and looked at his Earth friends for a moment before turning back to his compatriots.

"Well guys I've got to go, my Earth friends are going to need help getting back home, so I'll see you later" the other Lanterns nodded in understanding before turning to leave. Then Kyle walked over to the rest of the Prime Avengers and put his right arm around Donna and his left arm around Firestorm, well A-Bomb didn't want to left out so he grabbed all three of them in a great big bear hug which made them laugh out loud.

"Okay that's enough big guy!" Spider-Man laughed as the Gamma Beast set down his friends, Kyle grinned and looked at all his friends "Come on guys, let's go home." So with that he formed a force field bubble around Donna, himself, A-Bomb and Firestorm and took off while the others got into Miss Martian's bioship and following the quartet back home to Earth where they truly belonged.

* * *

 **Three Weeks Later**

Three students at Louisiana University were busily performing some kind of magical ritual just for the purpose of getting even with the bullies who picked on them so much. All the candles were lit and the floor was decorated with a rune where a spell was being chanted, just then a dark cloud came out of the floor in the middle of the rune. All at once, a menacing face that looked so ugly and horrible appeared in the cloud which scared one of the students who carelessly backed up, and before his friends could give a warning, he tripped over a rolling pin that rolled forward and broke the circle of sand. The cloud and face disappeared and all the candles were blown out, but far away unbeknownst to either of the students, a grave with a tombstone that was marked 'Solomon Grundy' started rumbling. Then all of a sudden, the ground shook so much that huge cracks appeared and a large white fist burst up out of the ground, the fist belonged to a huge pale-skinned creature in tattered clothes and it let out an enraged roar at disturbed from its rest in the grave.

 **Well there you have it! A chapter that's been posted for Halloween, of course it's usually something to do with ghosts, witches, werewolves, vampires, voodoo, zombies, or even mad scientists. But a chapter about defeating evil aliens can be such an opportunity for a change like this. Also I thought that giving Arisia and Ch'p speaking roles would be very nice for a change. Anyways, those stupid boys shouldn't have done what they just did, you know what's about to happen next, so be sure to give your thoughts in the reviews below, Happy Halloween!**

 **Voice cast**

 **Arisia Rhab (Elizabeth Moss)**

 **Ch'p (David Lander)**

 **Kilowog (Dennis Haysbert)**

 **Katma Tui (Kim Mai Guest)**

 **Ganthet (Larry Drake)**

 **Appa Ali Apsa (William Schallert)**

 **Sayd (Susan Blakeslee)**

 **Scar (Sarah Douglas)**

 **Saint Walker (Phil Morris)**

 **The Anti-Monitor (Tom Kenny)**

 **Atrocitus (Jonathan Adams)**


	8. Chapter 8:The Meaning of Fear

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 8:The Meaning of Fear

 **I had originally intended for this chapter to be updated on Halloween, but I carelessly took too long. I hope that all of you can understand this dear readers, and also I must make it clear that there's no copyright infringement intended. Since all characters of Spider-Man and JLU belong to MARVEL and DC comics.**

It had three weeks since the whole ordeal with the Red Lantern Corps, the Anti-Monitor and the once distinguished Manhunters. During that time the rest of the Justice League had dealt with an Omega level threat called the Dark Heart which could only be destroyed from the inside when the Atom shrank down to miniscule size, Wanda had been visiting the Tower of Fate in Washington DC to learn better control of her powers since the chaos magic in this world was far greater and different from what was on Earth-616. Kaldur'Ahm had been called back to duty in Atlantis which also gave him enough time to spend with his Atlantean parents. Kyle had finally arranged to serve on Earth as John Stewart's partner so he could also be a part of the Prime Avengers. While Simon Baz and Jessica Cruz were stationed across the galaxy as the new Green Lanterns of Sector 2814.

Of course Dick Grayson and Barbara Gordon had not only been safeguarding Gotham and Bludhaven, but not to mention the fact that they also starting having dinner together again. Kara seemed very happy that her best friend was going out again, and Peter felt pretty much the same way. (The first few sentences are referring to several things that took place while most of Team Spider was on Oa, the last sentence is about what happened right after the mission on the desert.)

During the period of three weeks, Peter made it up to Kara for making her worry so much by asking her out to dinner which she found a chance to get closer with him. But before it was an actual date, first it started out as family dinner on the Kent farm where Martha and Jonathan were very glad to have him over for dinner and spending the night again. Later on it was a family activity with Clark in Metropolis that also included Lois Lane and Jimmy Olsen, who were glad to meet Peter for the first time after Clark had told them about him.

While they were there, an incident took place when one of Superman's rogues Luminous, a criminal who could trick people with solid illusions. (Which reminded Peter of the times he had dealt with Mysterio) Jimmy was very lucky to be there taking pictures of Superman, Supergirl, and Spider-Man taking down Luminous and turning him in to the police.

* * *

 **Present Time**

Now Peter was getting ready for his first date with Kara, he put on a nice white long-sleeved shirt and black jeans with a nice black jacket and neck tie. As soon as he was dressed he called Kara on his phone to let her know he was coming, he came downstairs to the lobby to find her waiting with Clark and Lois.

"Well hey there handsome." Kara told him cheerfully as the wallcrawling hero walked down the steps, Peter was surprised to see her wearing not only a sleeveless pink dress but also glasses and a brown wig in a ponytail. Then he remembered how she told him that the brown wig was part of a disguise for passing herself off as Kara Kent. "Wow Kara, you look…. just….so wonderful!"

Kara was slightly blushing, she never really considered that she could actually turn heads although most boys at high school in Smallville already had girlfriends, but it felt nice that Peter seemed to find her completely attractive. Clark smiled at them before clearing his throat to get their attention "I'm glad that you could make it Peter, now let's go and have some dinner."

They all got inside a taxi that took them to the nearest restaurant on 11 Madison Ave 10010, after getting out of the taxi they went up to the doors of the restaurant that was called Eleven Madison Park. "This place looks entirely elegant." Lois complimented once they went inside and a waiter showed them to their table which was next to a window so they could see out into the city. "Yes the view is so great from up here" Kara added looking out the window and she could definitely see the Empire State and Chrysler Buildings with her telescopic vision, as well as the Brooklyn Bridge and the Statue of Liberty.

After Clark had ordered their meal they all decided to chat for a while until the food arrived. Peter told them about when he used to work at the Daily Bugle as a freelance photographer where he sold pictures of himself as Spider-Man, but his old employer would always distort the facts in an attempt just to make Spider-Man appear as a common criminal.

"Why would he do that?" asked Kara "Because he hates men who wear masks" Peter explained "he couldn't even tell the difference between his overuse of slander and lack of integrity." Clark and Lois exchanged glances in surprise knowing that as journalists, they were only suppose to find the truth. "What possessed him to do those things?" Lois asked, she wanted to know what kind of idiot would do such a thing.

"Well that's really a long story" Peter answered "But it's best saved for another time." So they changed the subject to other things such as the differences between the beginnings of Clark and Peter's superheroing careers as both Superman and Spider-Man. Then they shared some funny stories about several funny moments in their lives, Clark told them about the time when four crooks who robbed the bank tried to get away on a boat but then he caught up with them. "I flew on over as soon as I heard the gunshots and landed on the boat, two of them were sitting in the boat's lounge room counting the money they stole and a third was piloting the boat. Then the two who were sitting on the couch looked up and saw me they were very much alarmed" he paused then continued. "but as I was starting towards them a sound came from behind me and I turned around seeing the fourth thug who had tried to hit me with a crowbar, so I asked him 'What's the matter, do you want to pry something open?'"

They all laughed out loud when they heard that, then Peter proceeded to tell them about his adventures with the X-Men and Fantastic Four in Latveria to stop Dr. Doom who had forged an alliance with Magneto and the Brotherhood of Mutants at the time. "The X-Men fought with the members of the Brotherhood while the whole Fantastic Four and I went on ahead to stop both Doom and Magneto." Soon enough their meal had arrived and after the waiter set it out on the table and left, Peter continued with his story "Then the five of us broke into Doom's castle to confront the overlord of Latveria and the master of metal. When they saw us, both of them immediately got on the offensive and attacked us, but I managed to dodge Doom's energy blasts and whatever Magneto threw at us with his telekinesis. But I webbed up both their faces and the Thing managed to knocked them out hard, then with his help and Mister Fantastic's, I destroyed the machine that would have given them global domination."

He paused for a minute before continuing "As the military authorities arrived to arrest them, I told Magneto that even though his power was based on magnetism, the ladies don't find him that attractive." They all had a good laugh especially Kara who had never felt this way about anyone before in her life, when Peter saw her laugh, it reminded him of the times when Gwen Stacy would laugh. Now Kara did look a little like her only different, despite wearing a brown wig and glasses she really was more beautiful to him than anything. She caught him staring at her and looked straight at him "What?"

"Oh nothing" he stammered "It's just…. It's just that the way you laughed reminds me of this girl I used to know, you know a girl named Gwen Stacy."

"Is that so?" asked Lois "Then would you mind telling us about her?"

"Uh sure" he glanced at Clark who grinned at him with encouragement, so the young man went on tell his friends about his very first girlfriend whom he first met while studying at Empire State University and how she seemed to appreciate his intellectual personality. "She was something else I can tell you that, she really knew how to have fun and she had this way about herself." Peter told Kara, Clark and Lois about the day he and Gwen started dating after he stopped going out with Mary Jane Watson, he also explained how Gwen's father NYPD Captain George Stacy was both very fond of him and supportive of Spider-Man. They were very shocked when he told them how her dad was killed by pieces of falling debris during a battle with Dr. Octopus, when Captain Stacy was dying he made Peter promise to keep Gwen out of his dangerous life. Gwen blamed Spider-Man for her father's death and left for Europe to cope with her loss, but not before Peter revealed to her that he was actually Spider-Man. She went to Europe for a whole year, but then she returned home due to her feelings for Peter and they rekindled their relationship.

"Well then what happened?" Kara asked. The more she heard, the more she liked this girl. Soon they finished the meal and left the restaurant to visit the Brooklyn Bridge, there Peter told them how Norman Osborn the first Green Goblin found out who he was. Then the madman kidnapped Gwen and took her to the top of the bridge but by the time Peter arrived, the Goblin dropped her off the edge where Peter was forced to catch her with a long web-line.

"So after I caught her, I tied one end of my webbing to where I was perched and jumped down to her." Peter continued sadly "But when I reached her, she couldn't move and I checked on her only to realize that her neck was broken." Kara was completely shocked to hear that, as were Clark and Lois. "I was so horrified to see that she was dead, but I couldn't tell what it was that killed her. Either the Goblin snapped her neck before dropping her or she just had a terrible whiplash."

Peter's eyes brimmed with tears at the memory of that terrible night, it had been three years since Gwen died and her death still haunted him just like the deaths of his aunt and uncle, and not to mention Mary Jane. "After that I stopped being Spider-Man for six months and until the Rhino broke out of jail again, would I ever receive a boost of confidence after watching a video of Gwen's graduation speech." Kara put her arm in his, now knowing that of all things the only thing she couldn't protect Peter from was his past. Clark put a hand on Peter's shoulder consoling him "We're really sorry to hear that Peter, that reminds me of all the bad things that happened during my career as Superman." It especially reminded him of the day when Dan Turpin was murdered by Darkseid, and he wasn't fast enough to save him. Superman had been so furious that he smashed one of the armored tanks from Apokolips, later on that was one of the reasons for his first fight with the so-called god other than being brainwashed into invading Earth.

* * *

 **Meanwhile in Louisiana**

Dr. Fate, who was the Sorcerer Supreme of Earth-38 appeared in front of an empty grave where he found a shocking surprise, not only was the grave open, the tombstone that marked the grave was labelled with a name that belonged to a man that he helped to care for in their last moments together. Someone whom he had helped to bury after death, but most of all he felt overwhelming magical energy that was completely alarming.

Quickly he contacted the Watchtower through his own communicator "J'onn! It's Dr. Fate" he called out, looking at the headstone worriedly. "We may have a problem"

* * *

 **Back in New York**

Just then the wallcrawler and two Kryptonians got a call on their communicators, Clark was the first to answer. "Superman, we have a situation" J'onn called.

"Alright J'onn, we're listening" Clark answered "Dr. Fate contacted the Watchtower and has implied that Solomon Grundy has returned and is attacking Baton Rouge. I'm sending all three of you in with Green Lantern and Vixen to deal with him." Clark, Kara, and Peter exchanged glances, a while back Peter and Kara had read the biographies on several villains who were originally members of both Lex Luthor's Injustice Gang and Gorilla Grodd's Secret Society. Now Solomon Grundy was one of the fiercest, most dangerous adversaries that the Justice League's founding members had ever faced, especially J'onn, Superman and Hawkgirl.

"Are you sure about that?" Peter asked in confusion "GL could probably handle this one by himself." He and Kara knew about the Zombie villain with his incredible strength and durability, they also knew how most of the founding Leaguers could easily handle him with no trouble at all. "It is urgent, Grundy has already killed three people and many more are in severe danger." J'onn insisted seriously as Clark nodded at the severity of the situation.

"Alright we understand, send us in J'onn" Clark answered "Hold on, if we're going to face this brutal monster, then we're going to need some really big guns." Peter added, Kara and Clark were confused at first, but then they realized exactly what he was talking about. "So you mean that Grundy's never fought with a Gamma monster before?" asked Kara.

"Exactly" Peter replied "So that's where Rick Jones comes in."

"Very well" J'onn told them "Bring Rick Jones as soon as you fill him in on the situation, then I will send all four of you in."

* * *

 **Later on**

Clark, Peter, Kara and Rick were instantly teleported into a street where there was a whole mass of destruction right in the middle of Baton Rouge. They looked up just in time to see an SUV flying towards a crowd of people that didn't make it to safety in time, thinking quickly Peter lunged forward and spun a large web ensnaring the car hanging it overhead. "Everybody get out of here! It's not safe here!" Peter shouted, the people were saved scurried off as fast as they could. Just then three more cars came flying in their direction, this time Kara caught one and Clark caught the other while the third was enveloped by a bubble of green energy. "Glad you could make it" said John Stewart who set the third car aside with his power ring, Mari McCabe Aka Vixen appeared at his side.

"Hey guys, it's nice to finally meet all of you" said Vixen smirking, she was an African-American woman wearing an orange jumpsuit with claws, and an animal totem that allowed her to channel the abilities of any animal she could think of. But what none of them didn't know was that she was hopelessly attracted to John who brushed off her advances. Apparently he still held out for some red-headed Thanagarian.

"Nice to meet you too, I'm pretty sure you both already know that Solomon Grundy is back." Peter said to her as John, Kara and Superman took to the air.

"We need to move fast." the Lantern interjected "Whatever's got Grundy so angry, it's proving seriously destructive" he lead the other five off to where the streets were still littered with crushed vehicles and various debris. Right in the middle of it all, a large bus full of people was being hefted into the air by a pale ten-foot tall behemoth. Now Peter, Kara and Rick saw Solomon Grundy for the first time, but Superman could tell that the zombie looked exactly the way he did before the day he died.

"Oh man, no don't do it!" John cried out before Grundy roared again and threw the bus towards the heroes. But GL caught the bus just in time and set it down gently, Spider-Man then took the opportunity to take Rick up to the top of a building. "Now I know you're probably not okay with the idea Rick" he told him "But all you need to do is jump down and land hard on the ground in front of him." Rick wasn't so sure about the situation, but it did sound like committing suicide "But how will that trigger my transformation?" he asked.

"Oh that has worked before with Dr. Banner" Peter explained "Only when he actually shot himself in the mouth and then the Hulk spat the bullet back out, later on he dove right into the middle of the street and the Hulk burst right out again. Then when he was purposely pushed down into a deep hole, the Hulk jumped right back out again."

Rick looked down at the street where Grundy was on the rampage, and then looked back at Spider-Man "Okay, but this had better work out right." Just then somebody cleared their throat "What had better work?" asked a feminine voice, both boys turned around to see Supergirl standing there with her hands on her hips. "Oh we were just going over what he needs to do" Peter answered as Kara stared at him skeptically "Now what's that suppose to mean?" she asked.

"You'll find out soon enough" Rick told her So with that he jumped off the roof plunging into the street below.

While this was happening, Grundy picked up another vehicle to toss when Vixen suddenly channeled the strength of an elephant before charging forward and knocking Grundy through a truck and then the wall of a building. Angered, the zombie grabbed her by the wrist and tossed her outside straight into a wooden fence.

John flew down to check on her only to find that her arm was stuck out at an awkward angle and her body littered with bruises as she groaned in pain. "Oh God, that's gotta hurt" John muttered before she tapped her totem to harness a lizard's regenerative ability, causing her arm to pop back in place with a sickening crack.

"You have no idea" she grimaced before using the speed of a cheetah to get back into the fray, John used his ring to bury the zombie under a pile of cars Vixen joined in to do the same until Grundy blew the dome of debris outwards with a burst of magical energy. All of a sudden, a door from a broken car slammed into Green Lantern knocking him unconscious, Vixen quickly rushed to his aid as the pale behemoth slowly approached with his every footstep shaking the ground.

Just then something hit the ground right in front of Grundy, he looked down and saw a teenage boy dressed in a long-sleeved red flannel shirt and blue jeans. He was about to pick him up when a red and blue blur slammed into him and sent him flying down the block. Superman looked back at his teammates with a serious expression on his face "Get Lantern somewhere safe now!" he urged, Vixen quickly did so while Spider-Man and Supergirl rejoined him. "What's Rick doing on the ground?" asked Superman sternly "Oh he had to jump off of a building in order to jumpstart his transformation" Peter explained just as Grundy roared out loud down the street.

"I don't think _he_ shares the same sediment" Kara told them, the Man of Steel frowned as their undead adversary came lumbering back towards them. "Come on Grundy, we've been through this before" Superman reasoned "You don't even have a chance against me, so maybe we could talk this out?"

But the only answer Grundy gave was an loud feral roar "Sounds like all he ever speaks is the language of violence" Spider-Man told him as the zombie slammed his fists into the ground creating a shockwave that knocked the heroes back. Superman clenched his fist and rocketed forward intending to finish this, but he didn't expect the zombie to reach and catch his fist stopping him cold before squeezing slowly and start cracking all the bones in Superman's hand.

"Oh no!" Kara cried out, she knew that not many beings could catch one of Superman's punches that easily. To be honest, she and Peter could only name a few including Darkseid and Mongol, but Grundy was nothing like them. Whatever gave him extra power was increasing his strength by the minute, he tossed Superman down the street and took a swing at Supergirl.

Kara braced herself by preparing to catch Grundy's fist, but instead she was knocked back into a nearby bus which happened to be the same bus that Grundy had tossed earlier.

"Why can't you just attack him head on?" Vixen asked in shock as she had just returned from helping John.

"That's what she tried to do" Spider-Man told her "But whatever's powering him now, it's completely unbelievable." He frowned under his mask as he helped Kara to her feet.

Grundy gave a low growl before charging again, all three of them looked completely afraid. "Oh man, this isn't good" said Peter as he and the others faced the zombie, just then Grundy gave a low grunt when he was suddenly tripped up his feet and it looked like something or someone was dragging him backwards. At first Kara thought it was her cousin, but then realized it was someone else, at that moment when Grundy was thrown back down the street, that's when they could all see it was actually the A-Bomb who gave a loud primal roar. Grundy was furious to see that there was someone close to his own size, he charged at A-Bomb who just rolled himself up into a ball, then rolled forward and kicked the zombie off his feet.

"Unbelievable!" Vixen exclaimed "I've never seen anything like it."

"Yes, I agree" Kara told her "Spider-Man thought that if he could bring his big blue friend along for the ride, then Grundy would end up fighting with someone close to his own size."

* * *

 **Meanwhile at the Tower of Fate**

Dr. Fate had returned to his tower through a purple ankh just when the golden android called A.M.A.Z.O. had beaten Aquaman at chess seven times in a row, which infuriated the Atlantean King very much.

Wanda Maximoff was busy practicing her powers with chaos magic spells, and Kaldur'Ahm protégé of Aquaman was watching.

"I regret to say that Solomon Grundy's grave is empty" Fate said suddenly much to the enragement of Aquaman and the shock of both Wanda and Kaldur.

"Tell me where to those responsible, and then dig more graves" the King of Atlantis was seething. Despite Grundy's previous life as a common criminal, he had sacrificed himself to prevent an extradimensional invasion. If nothing else mattered, he deserved an undisturbed rest. "My king, I believe there is a logical explanation for all this." Kaldur insisted.

"But how can this be?" asked Wanda, she had heard of Grundy before and how he was one of the Injustice Gang's founding members and usually at odds with Superman, J'onn J'onzz, and John Stewart. The zombie's description was seldom frightening to her when Kara and Barbara first told her about him.

"We are dealing with something far more sinister here than mere human avarice" Fate warned, the tone in his voice signifying the great danger that loomed. "For some reason or other Grundy's grave was forced open from the inside, and the site reeks of chaos magic" A.M.A.Z.O. gave him an intrigued glance when he heard that.

" _ **You mean he left under his own power?"**_

"Far more power than he has ever evidenced before" Fate explained as he conjured up an orb showing the battle of Baton Rouge. "Behold" the four of them peered in curiously, seeing a resurrected furious Grundy knock both Vixen and Supergirl aside into a couple of parked vehicles while a now conscious GL rapidly returned fire. Superman and Spider-Man both swung a car and a truck at the zombie, only to get knocked away with a couple of powerful punches while the enraged zombie caught the A-Bomb's forearm when the blue gargantuan creature attempted to attack him from behind and threw him over his shoulders.

"Looks like they need our help" Aqualad insisted as he prepared to enter the fray alongside his king and help his friends.

"Then so does Grundy" added a female voice much to the others' surprise, it was a young middle-aged woman who had just walked into the room upon hearing the whole conversation. "Let's get down there before the League kills him."

This was Shayera Hol of Thanagar, formally known as Hawkgirl, another founding member of the Justice League. Now Wanda had never even met her before, but she had heard a lot of things about her including the part about her conflicted time in the Thanagarian invasion.

A.M.A.Z.O. cocked an eyebrow at her before looking back at the orb where he saw Grundy knock A-Bomb to the ground and punch him repeatedly in the face. "GRAAAAAAAAAAAAAAAAAAAAAH!" the Gamma beast bellowed as one last punch knocked him into the docks at a marina.

" _ **That scenario would seem… unlikely at the moment."**_

"In any case, are you certain that you're up to this Shayera?" asked Fate in a stern yet caring tone of voice.

"Doesn't matter" she answered dryly "Bad guy or not, he sacrificed his life to save ours. So we owe him the benefit of the doubt."

"Very well" Fate nodded after a moment before opening a white hole that appeared in front in front of them as he reached inside and pulled out a sharp silver mace. (No doubt the same mace that she had when joining the League and during the Thanagarian invasion) "I've learned the hard way that the energy-dampening properties of this device can disrupt fundamental forces, so I've kept it hidden in a pocket dimension away from the magic that flows freely through my home. But if you are ready to take up the fight again" he held out the mace to her expectantly.

Shayera stared at it hesitantly for a moment before she suddenly took the mace, _her_ mace, and hefted it easily in one hand. "I'm ready"

"But Doctor, didn't you say that Grundy was revived with chaos magic?" asked Wanda asked, she had to be sure. "Yes I'm afraid he was my dear" he told her "Why do you ask?"

"The day I was born, the Elder God Chthon gave me the ability to use magic in addition to my mutant abilities." Wanda explained "Which is why I can use hex volts and hypnotize others into having hallucinations of anything, be it pleasant or terrible." Aquaman and Aqualad exchanged glances, this was just what they needed for the fight against Grundy. "Then it's settled, as soon as we arrive in Baton Rouge, those two things is where both Shayera and Wanda come in."

* * *

 **Back in Baton Rouge**

Peter, Kara and Vixen stepped back out onto the street after getting tossed through a building for the sixtieth time "Good grief, this guy really is a force of nature" Kara groaned when they saw the zombie wrestle with both A-Bomb and Superman. "Yeah I agree" Peter told her "he's really getting close to levelling this whole town if we don't move him out of here."

"Do you have anything this strong where you come from?" Vixen asked him as she panted from fatigue. "You know, besides A-Bomb"

"Well we've got a few that come close to this kind of power." He began, which earned a shocked expression from the older woman. "But the one that comes to mind the most is the Hulk. He's a hero from my world and one of the founding Avengers, his strength is based on his rage. The angrier he gets, the stronger he becomes, once he got so angry that a single stomp almost sank the entire eastern seaboard from Quebec all the way to Florida."

"The entire eastern seaboard?!" both women exclaimed.

"Yes that's the Hulk" he nodded before continuing "But then again that's just what everybody back home witnessed, I've also heard how he punched an asteroid the size of the moon into dust, and at one time he held up an entire mountain range."

"Incredible" Kara exclaimed in disbelief.

"That's exactly what they call him" Peter finished explaining as they followed the deranged Zombie in his relentless rampage, coming upon a bridge that extended over a large stretch of the bay. Green Lantern and Spider-Man both attempted to restrain him, but were met with loud thunderclap that sent a devastating shockwave that sent both of them flying down the street for several blocks. Superman then smashed two cars on either side of him until Grundy knocked him into one of the bridge's supports, which shook and crumbled the structure's whole foundation.

But just as the bridge was about to fall into the ocean under the strain, a giant octopus that was larger than anything the heroes had seen suddenly appeared and held up the bridge with ease so the civilians could escape. "Aquaman? You're here?" asked Superman as the Atlantean king and his protégé climbed onto the bridge with confident smirks.

"Outrageous" he nodded with a laugh before a car started to lean off the edge, a woman and her daughter were still trapped inside. The car then had its roof torn off by a red-headed woman with wings, who reached inside and managed to get the two to safety.

"Hawkgirl, I presume?" Supergirl asked politely since she had only heard of Shayera, but never even met the Justice League's seventh founding member. "Yes it's me, I figured you all could use the help" Shayera answered before landing on the ground and walking over. "It's nice to finally meet you Supergirl" she greeted as all the heroes regrouped.

"Likewise" Kara nodded before Superman landed in front of them "Good to see you back Shayera" he greeted. "Now where were we again?"

GL snorted indignantly before cracking his neck and knuckles stiffly. "I think we were about to kick Grundy's undead ass and…"

"Perhaps we can be of assistance" Dr. Fate interrupted as he appeared in front of the other heroes with Wanda and A.M.A.Z.O. in tow.

"Hi Wanda, how've you been doing?" Kara greeted with a smile, ever since the young mutant went to study at Fate's tower she had been learning the full limits of her powers. Now A.M.A.Z.O. appreciated this as the only other contact he was with Dr. Fate, Hawkgirl, and occasionally Aquaman. So Wanda was very glad to make new friends living here in this world.

"I'm doing fine thank you" she replied "We're here to help you against this threat since Dr. Fate had recently discovered that Grundy was revived with chaos magic."

"Chaos magic, huh?" Peter asked before glancing at Superman and looked back at Wanda "Then it's a good thing you're here Wanda, we could really use all the help we can get." Superman nodded in agreement before he looked up again. "Alright, let's throw our big guns at him; me, Fate, A-Bomb, and the android" he told them before leaning in closer to the sorcerer "So you let him out of the tower now?"

"I was only curious to see if you would try to dissuade him" he replied with an almost amused shrug until Shayera stepped forward and shook her head.

"Before golden boy teleports him I want to try talking to him" she told them before spreading her wings and setting off to find the undead fiend.

"Hey! Shayera wait!" Wanda called out following her around the corner and both of them found Grundy pushing through a wall on one of the buildings. Now Shayera was confused about why Grundy was doing this which was very evident, but she brushed it off before landing behind him.

"Grundy!" she called out getting his attention, the lumbering zombie turned to look at her with a low glare as she cleared her throat. "It's me Bird-Nose, remember?" she said using the nickname that he gave her, but instead of the mild-mannered reaction that she expected, Grundy just snatched her up and slammed her into the wall he was just pushing. He was about to crush her with both fists when suddenly two red-and-blue blurs knocked him down.

"Wanda, now would be a good time to do your hex thing!" Peter shouted as the Scarlet Witch conjured up the greatest amount of hex volts that she could muster. While she was doing that, Grundy was up on his feet again and this time he had grabbed Vixen by the waist and nearly crushed her when GL blasted him in the face with his power ring. Then Superman, Aquaman, and the A-Bomb took their turn by punching him farther down, Fate joined in by firing magical blasts in order to subdue the zombie.

"What's happened to him?" Shayera asked worriedly "I'm sorry" Wanda told her with pain in her eyes at what she was about to do. "But there's nothing left of the Grundy you once knew, it's only a shell full of rage!"

With that she released her hex volts at him, weakening his strength and causing him to down on his knees. Dr. Fate proceeded with his own magical attacks, and the others continued adding their own strikes and punches to the mix. All Shayera could do was watch as Grundy was getting pummeled by everybody else, A.M.A.Z.O. came over and put a hand on her shoulder **"If it's all the same to you"** he told her **"we must bring this to an end."**

"No!" she told him firmly " _I_ must bring this to an end, he was my friend at the end when he willingly gave his life and it's my responsibility."

"I've got him down!" Wanda called out, they both turned to see the Scarlet Witch pinning down the zombie with all her manipulation of probability, the others were completely amazed at what she was doing even Shayera.

"A.M.A.Z.O., do you think you can teleport Grundy to the outskirts of town?" Superman asked **"I can most certainly do so"** replied the android before Shayera stepped forward. "If you don't mind Superman" she said "when golden boy transports him outside of town, I would like to be there when he dies."

Before he could answer, Grundy suddenly lunged forward apparently freed of Wanda's magic and grabbed Vixen around the waist nearly crushing her. Superman and Supergirl flew forward and knocked him back, causing him to drop Vixen. John Stewart sprang forward and caught her while Spider-Man webbed up the zombie's face blinding him temporarily, after a moment of hesitation Shayera shot forward and slammed her mace into Grundy's ribs causing the zombie to roar out in pain. She was completely shocked and looked at her mace wondering how it could have hurt him, Grundy clutched his bruised ribs before letting out another roar and dove at the Thanagarian warrior. Wanda put out her hands and stopped Grundy dead still in his tracks with her telekinesis, that gave Shayera enough time to attack the pale behemoth again only from behind, knocking him down flat on his face.

While he still was down on the ground, the Scarlet Witch telekinetically passed him to A.M.A.Z.O. who teleported him outside of town. Shayera then examined her weapon curiously as small sparks crawled along its surface.

"I don't understand, why did it hurt him?" she asked aloud.

"It's made of Nth-Metal" Fate explained as he stepped forward "Your people's technology was built to repel magical creatures. It disrupted the magic that animates him, so the creature knows only rage and seeks only oblivion. Your mace may be the one thing that can grant him peace."

After a brief silence the others looked at each other before Aquaman stepped forward "It seems only you have the power to put that creature out of his misery, and stop him before he hurts anyone else." He told her grimly.

"I'll go with her" Wanda volunteered "I can put a hex on him long enough for her to put him down and we can take his body back where it belongs."

Shayera was grateful that Wanda was coming with her, but didn't want anyone else getting too close to Grundy "Thanks Wanda, but honestly you don't have…"

"I have to come" Wanda insisted firmly "With your Nth-Metal mace and my hex magic, he doesn't even stand a chance." Hawkgirl was hesitant at first, but she had to agree with the young mutant "Alright but whatever you do, just follow my lead."

"Then it's settled" Fate told them "Both of you will go to the outskirts of the town where A.M.A.Z.O. had just transported Grundy." As he was still speaking, the golden android returned just in time **"Both of you put your hands on me"** he told the two women, they did as they were told and he teleported them to where he had taken Grundy. Then he returned just as soon as he had left with them.

" **I've taken Shayera and Miss Maximoff to the forest where I left Grundy, they should be able to reach him in time so they may put him down."**

"But how long will it take?" asked GL, he was very concerned that Shayera wouldn't be able to go through with it.

"I hope that as soon as they find him, Miss Maximoff will stabilize him with her hex magic long enough for Miss Hol to strike him down." Dr. Fate assured him

* * *

 **Meanwhile**

Wanda and Shayera wondered through the woods searching for Grundy ever since A.M.A.Z.O. dropped them off at the same spot where he left the zombie all by himself in a clearing, all they ever found was a large impression of footprints. However they kept going until they came to the edge of a swamp and saw that his footprints had disappeared into the water.

"I don't understand" Wanda said "How could something or someone that size disappear that quickly?"

"I honestly don't know" Shayera answered "But I do know he wasn't always this way, besides getting bailed out of prison several times and being recruited into the Injustice Gang twice, he remembered who he was before with help from Dr. Fate."

Wanda was about to ask another question when a low growl was heard close by, they turned around to in time to see the lumbering zombie advance towards them. His breaths were deep and labored, his wounds were still either heavily bruised or bleeding slowly. He was just about to attack when Wanda used her powers to hex him, then Shayera hefted her mace and stepped forward "Shh, it's okay" she assured him "It's just me Bird-nose, we know what you want and what you need."

After a brief moment, Grundy seemed to understand her as he gave a small nod, relaxing his shoulders as he blinked slowly and looked down anticipating what was about to happen.

"Close your eyes" she whispered "It'll be over soon" Grundy did as he was told before she raised her mace for the last time, Wanda could tell that her Thanagarian friend was still a little hesitant with what she was about to do. Then all at once, the mace was brought down hard on Grundy's head.

* * *

 **Back in the Town**

The various heroes were getting impatient even though they had stayed behind to help the local authorities repair the damage and destruction that Grundy had caused in his wake.

"What could possibly be taking them so long?" John demanded as he paced back and forth nervously "Well if it makes you better John, we all could go look for them" Peter suggested. But no sooner had he said that then Shayera and Wanda arrived on the scene again, Shayera had this look in her eyes like she had been crying. The others could tell that it must have been very hard for her to go through with it.

"It's over" she announced quietly shaking her head as the others looked down with respect to the fallen. After a moment, Shayera began to walk away as various news reporters began to swarm her and ask her certain questions about her complicity in the Thanagarian invasion, and being dismissed from the Justice League.

"She was never dismissed from the Justice League" GL interrupted defiantly as he and the other heroes walked over to her side. "She can come back whenever she likes" he continued, her shock completely evident as he gave a kind smile. "I recuse myself because, you know. Well anyway, Superman broke the tie" the Lantern explained. Shayera looked at the Kryptonian as he nodded cheerfully. "I believe in second chances, I believe in redemption. But most of all, I believe in my friends" Superman finished , placing a hand on her shoulder. Before they could continue, a sudden shout rang out.

"Traitor!" one civilian called out in anger as he was joined by several others who hurled other insults and curses at Hawkgirl. Scarlet Witch and Green Lantern came to her defense, but she was okay with it. "I guess I deserve some of that" she told them, even though they looked confused.

Before she could walk off again, a small hand grasped her own. It was the little girl whom she saved from the falling car. "Thank you Miss Angel" the girl told her with a shy smile, which Shayera returned warmly.

"You know something?" asked Spider-Man "It seems you deserve some thanks too, because not everybody believes you're still a traitor."

"Thank you Spider-Man, I really appreciate it" she told him, however she wasn't so sure what the future would hold for her if she rejoined the League. It would take a long time to regain the trust of her former teammates, especially Wonder Woman; the Amazon princess/warrior didn't take well to the treachery of traitors.

* * *

 **Several Weeks Later**

"John, are you okay?" asked Peter as his friend and teammate was shaken out of his stupor before heaving a great big sigh. "No, not really"

"But I thought you would be much happier with Shayera back" the wallcrawler mused, Batman simply narrowed his eyes at the mention of the formerly traitorous Leaguer. "Well I thought so too but…." He trailed off seeing Wonder Woman shoot her own glare at the Thanagarian as she walked into the cafeteria. "Diana's still carrying a grudge against her" the Lantern sighed unhappily.

"She'll get over it" Batman said gruffly. Spider-Man nodded as he finished the last of his blinded drink, at that moment Firestorm walked right up to them. "Hey guys" he greeted with a smile "How are ya'll holding up?"

"Don't ask" Batman answered sternly feeling a bit annoyed at the nuclear man's humorous question, then the four friends talked about having relationships with women. Peter explained how much he had been thinking about dating again, GL told them that he and Shayera had decided to each other their space for a while since it was a long time they had been together. Batman explained that he didn't have to pursue any relationships, but then he trailed off when he noticed the smirks on the faces of John, Peter, and Ronnie. "She's standing right behind me, isn't she?"

Suddenly an alarm blared out loud "Intruder alert! Dormitory deck! Intruder alert! Dormitory deck!" all five of them rushed off to the dormitories and caught a strange man who looked very terrified to see them. "Y-you weren't suppose to see me!" he cried out and pressed a button on his belt.

All at once, a swirling white hole appeared and the stranger escaped right through it. Spider-Man shook his head in disgust before he sighed "Well, this is encouraging."

 **That's all folks! Just bear on mind that I'm not going to base every chapter off of every JLU episode. Agent-G's** _ **Justice League: The Spider**_ **featured the return of the Justice Lords, while this story will definitely include Loki's plans for an invasion of Earth-38. As for right now, the next couple of chapters will be about Christmas. Sound off your thoughts in the comments below!**

 **Voice cast:**

 **Solomon Grundy (Mark Hamill; this was the actor's last time voicing the zombie)**

 **Kent Nelson/Doctor Fate (Oded Fehr)**

 **Shayera Hol/Hawkgirl (Maria Canals-Barrera)**

 **Arthur Curry/Aquaman (Scott Drummell)**

 **Mari Jiwe McCabe/Vixen (Gina Torres)**


	9. Chapter 9:Home for the Holidays

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 9:Home for the Holidays

 **My first Christmas-based chapter! I'm certainly hoping to get this done shortly before Christmas Day, and New Year's Eve. Now I won't do some more chapters until next year in January, then I would do a chapter centered around New Year's Eve and in February, a chapter on Valentine's Day. Hopefully next year I'll attempt to do chapters that centered around Halloween and Thanksgiving.  
**

Peter and Kara went down the ski slope in upstate New York along with Barbara and Dick, it had been three months since the incident with that time-jumping crook named David Clinton who called himself Cronos. Right now the four friends were having a good time in skiing down the mountain "I'll see you at the bottom Peter!" Kara called out sliding past him, they were hoping that as soon as they were done they would be home in time for Christmas and New Year's.

"We'll see about that Kara!" he said catching up and grabbing her around the waist, both of them tumbling to the ground with him on top of her. Their skis fell off as they rolled down the hill and landed on a smooth surface of snow, with him on top of her. As he pinned her down on the ground, he tickled her as hard as he could making her laugh out loud. It reminded him of the way Gwen Stacy used to laugh, then their bodies pressed together which surprised him 'I just never imagined it before' he thought to himself 'even though I won't dare say this out loud, but for someone who is indestructible, she's very soft'

As they continued laying there, Peter reflected on several events from that time-travelling escapade. Although it seemed to be very exciting to go back in time to the good old days of the Wild West, where they learned that David Clinton had been in jail for six months and a gang of outlaws used the time belt to bring future tech to the 1880s. Luckily, they joined forces with Jonah Hex to right those wrongs and everything seemed to get fixed in 1879 until Clinton used the time belt to escape into the future.

* * *

 **Flashback**

Spider-Man, Batman, Wonder Woman, Green Lantern and Firestorm jumped right out of the same swirling white hole through which they had chasing David Clinton AKA Cronos for a long while. They landed in the middle of a street in what appeared to be Gotham, although it happened to be completely different.

"Where in the world are we?" asked Spider-Man.

"Well it looks like Gotham City" Batman answered "But not the way it used to be and judging by my calculations, we must gone into the future."

Their pleasant talk was interrupted by several individuals who came into the light and looked just like a group of circus clowns "We've been expecting you" said the first one who looked like an overweight clown in pink tights. However when the street gang was about to come closer, a bolt of lightning struck the ground right next to their feet. "Bet you weren't expecting us" an unfamiliar voice rang out.

The voice belonged to a black man with long hair and a beard who wore a black suit with a lightning symbol and a blue coat with yellow outlines. He levitated down to the ground followed by four others; a young man in a black bat-suit with red wings and a red bat-symbol on the chest, a man who looked like a Thanagarian wearing a silver-and-black suit with a silver helmet, two teens were also there as well. One was a young man with black hair in a white suit with a red cape, red lines on both sides, and the same coat of arms that was worn by all Kryptonians. The other was a young woman with long brown hair wearing a black suit with a yellow hoodie and the same spider symbol that Peter had on his own suit.

"Static? What's going on here?" asked John recognizing the black man as the future self of an African-American teenager, who was best known for protecting Dakota City in South Dakota. The Thanagarian in silver-and-black armor turned to look at Stewart for a brief second before asking in shock "Dad?!" Stewart stared at him and was surprised to be called 'Dad'. The two teenagers were also there turned to stare at Peter in shock "Dad?!" asked the blond Kryptonian "Daddy?!" gasped the spider woman, now it was Peter's turn to be surprised and he was just as stunned as John.

* * *

 **Flashback Ends**

"Peter? Are you okay?" asked Barbara snapping Peter back to reality, he had been staring at Kara for quite a while. Dick grinned thinking that his friend was very lucky, Babs was pretty much thinking the very same thing.

"Oh sorry,… I was… I just got a little carried away" Peter stammered as he got up off of Kara, he couldn't believe that he was staring into Kara's eyes for a brief moment. He also couldn't believe that he was thinking about the future, and about the two teenagers who would be his future children.

"Peter, what's wrong?" Kara asked curiously, she couldn't help but that he had drifted off for just a few minutes.

"Oh nothing Kara, I'm fine" he told her "Come on, let's just finish skiing and get on back to the ski lodge." So with that, all four of them resumed their skiing and went on down the hill. But unbeknownst to either of them, a mysterious figure was hiding right behind one of the pine trees and he was watching them with a pair of binoculars. The figure was dressed in a black snow coat, snow pants, and stocking cap with black snow gloves and boots, he watched in absolute anger and hate as the quartet skied down the hill towards the ski lodge. He seemed especially angry as he stared at Peter Parker "Soon Parker very soon, once again you'll be on the receiving end of our wrath and frustration." He muttered bitterly.

As soon as the four were out of sight, the figure pocketed his binoculars and put on a pair of sunglasses, then he pulled out his phone and contacted his superiors.

"Hello?" said a voice on the other end of the line "Mr. Von Doom, I've just seen the Spider-Man" the figure answered "He was skiing with some friends of his and they just returned to the ski lodge."

"Excellent!" said Doom's voice "Do keep on an eye on him long enough for the rest of us to complete our plans. But whatever you do, don't attack him just yet, we must have a plan of attack first before you do anything."

"Okay, over and out" the man answered before hanging up as he moved towards a snowmobile which he started up and drove off to the parking lot where he loaded it on a small trailer that was hitched up to a truck he currently had. "How obliging of Mr. Luthor to loan me a truck and some brand-new clothes in order to lie low" he told himself as he strapped down the snowmobile and then got into the truck, started it up and drove off towards Metropolis.

* * *

 **4 days later, December 23** **rd**

It was a snowy day in Metropolis and the streets were just filled with people going Christmas shopping.

Also on this particular day, Clark, Peter and Kara were looking for something at Dillard's to give Jonathan and Martha on Christmas Day. Clark was shopping in the hardware department for a brand new tool box to give his father for tool organizing, Kara shopped in the clothes department to give Martha a new scarf to wear with a winter coat and gloves.

Now Peter in particular, was shopping in the jewelry department to give Kara something for Christmas. Just as he was looking through necklaces, he noticed something familiar in the glass case. So he looked closer and realized that he had seen it before, it was a necklace with a crystal that he had seen during his time-travel escapade.

* * *

 **(Flashback)**

Spider-Man and John Stewart were completely shocked and surprised to see some young people who just called them 'Dad'. Most of all it was the three individuals who addressed them that were shocked to see them because in this future time period, John and Peter must have already been dead.

"What?!" Peter sputtered "Wait a minute… why did you two call me 'Dad'?"

Before the two teens could answer, a second clown who was dressed up like a scarecrow threw what looked like a cheap imitation of the Green Goblin's pumpkin bombs. "Look out!" yelled the Thanagarian warrior, GL quickly conjured up a giant force field that barely withstood the impact.

"I think now would be a good time to escape while we have the chance" said the young man who was dressed like a bat. "Never!" Diana exclaimed "Amazons never run from battle!" so she went head to head with the clown wearing pink tights, but he just changed his legs into a metal ball and drew out a double-bladed laser sword which she barely deflected with her bracelets.

Batman and Spider-Man fought with the scarecrow clown who could also change his right hand into a buzz-saw, but he was no match for both the Dark Knight and the Wall Crawler at the same time.

The future version of Static Shock and Peter's future son fought against a big musclebound clown who could turn both hands into steel mallets that absorbed electricity, but was no match for the strength of a Kryptonian. While Green Lantern and his future son went up against two clown girls who both could duplicate themselves, when the girls' duplicates were getting too much for them, Peter's future daughter joined in and bound the clones with webbing hand and foot.

Firestorm fired multiple nuclear blasts at one clown who looked more like a mutant hyena that yelped loudly when the fire scorched his fur. "Okay, now would be a good time to get away while we can!" Spider-Man called out to his companions, the others exchanged glances before nodding in agreement "Virgil! Give us some cover!" John called, the electrokinetic did as he was asked as he used his powers to provide a light that was just as bright as the sun blinding the gang of clowns for a moment just before they realized the heroes had escaped.

A few minutes later, Batman, Spider-Man and their companions along with the heroes of the future regrouped at what looked like an old football stadium. "So this is the headquarters of the Justice League in the future?" asked Diana "Oh it's the only thing left to use as a secret headquarters" Static answered sadly.

"So you might as well make the best of it" said a grim voice, they all turned to see an old man with grey hair and carrying a cane. "It's the only place to use as a secret headquarters" the past League members stared long and hard at the old man and realized he looked exactly like Bruce Wayne, only elderly.

"So I get to live another 45 years into the future" Batman remarked.

"Well that's funny, I certainly don't have any memory of travelling into the future and meeting my future self" replied the elderly Wayne.

"And as you can see, we're the only thing left of the Justice League" explained the young Kryptonian sadly with a crestfallen face, the other future Leaguers nodded in agreement but the past Leaguers were surprised to hear that. "But what happened to J'onn, Superman, and the others?" Diana inquired

"They were killed when the whole Watchtower was destroyed" the young spider woman told her, the past Leaguers were completely shocked to hear that.

Batman walked over to the older Bruce Wayne and the future Batman (whose real name was Terry McGuinnis) who introduced them in a funny way. John Stewart talked to the Thanagarian whose name was Rex Stewart and was called Warhawk, he was also the son of John Stewart and Shayera Hol.

"Now I hope you won't mind my asking this" Peter told the two teenagers "But if you two really are my kids, then what are _your_ names?"

"Well… I don't suppose it wouldn't hurt to explain" the brunette girl answered before taking off her mask revealing her face that looked exactly like Kara's.

The young man stepped forward "I'm James Olsen Parker, but my friends call me Sky Captain." Peter shook hands with his full-grown future son, the spider-powered brunette girl then stepped forward and shook hands with her father "And I'm the Brown Recluse, but my real name is Alura Zor-El Parker."

Peter was greatly perplexed "So your namesakes are Superman's best friend and Kara's mother, isn't that right?"

"Yes" James Parker/Sky Captain answered "But don't ask who our mother is, you're not suppose to know anything about the future."

"But I can give you a hint of how you will figure it out" Alura offered, she reached behind her neck and took off a necklace with a sapphire. "You bought this on Dec. 23rd and gave it to Mom on Christmas Day. She liked it very much, and it glows on whoever wears it, symbolizing that they are in love with the person who gave it to them." Peter looked at it for a minute before looking back at his daughter and smiled at her lovingly before turning back to the others in time to see Diana disappear from sight, which was the cause of another paradox in the whole timeline.

* * *

 **(Flashback ends)**

Peter was staring at the crystal necklace lost in thought 'So this is the very thing that sparks a relationship between me and the mother of my kids in the future' he thought to himself. For a minute he considered buying something else to give Kara and save the glowing sapphire necklace for next year, then it probably wouldn't be available anymore.

He was so lost in thought that he didn't hear Clark Kent come up "Still trying to decide what to buy Peter?" he asked good-naturedly, Peter wasn't really how to explain what he had been doing. "I just can't decide if whether or not I should buy this sapphire necklace" he answered before Clark nodded in understanding.

"We all get stumped when trying to make an important decision" the older man explained kindly "Back when I was a teen it wasn't always easy to decide what to get someone for Christmas when I dated Lana Lang in high school." Peter nodded, he had been told by Kara that Lana Lang was Clark's high school sweetheart, and her last name also was the family name of the second Ant-Man on Earth-616.

"There's one reason that got me stumped" Peter went on to tell him about his time-travel escapade chasing Chronos into the Wild West of the 1880s and into the future of the late 21st Century where he met Sky Captain and Brown Recluse, who were not only his children but also Kara's as well.

Clark looked surprised "So that's why you're being indecisive right now?" Peter nodded his head "Well anyway, I'm sure that Kara would love to have this necklace for Christmas" he told him. "There's no doubt about it."

Peter considered this carefully, he knew in his heart that the future was based on every decision he made. Once he made up his mind there would be no turning back, so after giving the whole thing some thought he figured it would be wiser to go through with this or just save it for next year. But then it might not be on sale in Dillard's anymore.

"Okay let's go pay for this" Peter told him, so Clark picked up the glowing sapphire necklace and took it up to the front to pay for it. As they paid for the necklace, Peter then put it in a bag full of tissues so Kara couldn't see it, then the two guys met up with Kara and all three of them left the store to get into Clark's car. But just as they were putting bags in the car, Peter's spider sense kicked in; he jerked his head around in time to see a big green semi speed by down the street "Guys, we have a problem!" he exclaimed only for Kara and Clark to hear him.

Both Kryptonians looked down the street where the green semi was going, it was followed by three police cars and pulled a long trailer that was labelled 'LexCorp'.

"Looks like someone has just stolen some goods from LexCorp" Clark remarked as the two teenagers nodded their heads in agreement. "Should all three of us do something or do you guys want to handle it?" Peter asked, the two Kryptonians looked at each other and then back at Peter

"I think all three of us should do something about it" Clark told them "Anyway we could wrap this up in a hurry, then head on home for Christmas." Kara and Peter looked at each other and then nodded in agreement. "Alright, let's go do it" they told him adamantly, so the three of them went down an alley by the side of the street and into three secluded areas where they changed into their outfits. Then they set off after the green semi which was still being chased by the police, as soon as they caught up with the semi, Peter as Spider-Man spread his webs all over the wind shield.

Whoever was driving the big truck couldn't see and cut down his speed, then Kara saw her chance and grabbed the back of the trailer while the semi was slowing down, stopping it in its tracks. Then Superman went up to the right side of the semi, ripped off the door and pulled out the crook who drove the semi. The crook was wearing a brown coat and a green-goggled mask with a black turtleneck and khaki jeans. "Alright you fellas are surrounded, so give it up and come with us quietly or by force" the Man of Steel told them sternly, the crook held up his hands in quiet surrender while Spider-Man webbed up the other thug who suddenly burst out of them with a sudden release of energy.

"What the hell?!" cried Supergirl as the thug ripped his hooded jacket to reveal himself as Herman Shultz AKA the Shocker. "Well it looks like I get first crack at ya, wallcrawler!" he laughed firing his gauntlets causing the arachnid hero to jump in the air, while this was happening Superman tied up the crook he was still holding. "Okay, you just stay right where you are" he told him firmly.

"But what would be the point of all that?" asked the crook with a thick British accent, Superman stopped short when he heard that. He recognized that voice, so he quickly scanned the crook with his X-Ray vision and was horrified to see who it was "Corben?!" he exclaimed just as the crook fired laser beams of green energy out of his eyes knocking the Kryptonian down and causing him to cry out in immense pain. "You have no idea how long I've been waiting to do that!" laughed the man now taking off his mask and removing his coat and turtleneck revealing himself to be John Corben AKA Metallo.

"Superman!" Supergirl cried out and flew over to help her cousin, but the cyborg mercenary turned to fire his Kryptonite battery towards her causing to dodge just in time. But just then the back of the back of the trailer broke open and out came Aleksei Sytsevich AKA the Rhino "Is this little Kryptonian bitch being a problem for you?" he asked.

"Well if you don't mind" Metallo answered "Keep her off my back for a while, long enough for me to make her cousin suffer." So without hesitation, Rhino rumbled towards Kara hoping to dogpile her, but she outsmarted him by tripping him up his feet and kicking him from behind. While this was happening, Metallo turned back to the older Kryptonian who was still lying on the ground and approached him.

"The last time we fought, that ace photographer friend of yours threw battery acid on me just to melt the wires that connected the Kryptonite inside my chest." Metallo raved as he stood over his most hated enemy "But this time there'll be no one to save you"

"On the contrary!" Spider-Man called out mimicking a British accent, Metallo turned around just in time to get a kick in his face from the Wall Crawler. "The game's not over yet!" the mercenary staggered back, recovered quickly from the arachnid hero's attack and glared at the young man. "Don't you ever quit?" he demanded angrily as he ripped a stop sign up out of the ground.

"No" Peter answered "But tell me, did anyone ever tell you, that you sound like Malcolm McDowell?"

"Who?" asked Metallo, who had never heard of the name before.

"No one appreciates the lesser known actors these days" sighed Peter right before he blinded the mercenary's face with webbing, causing Metallo to drop the stop sign and pull at the webs on his face. Right at that moment, Shocker saw his chance to blast Spider-Man and fired his vibrosmashers but the young arachnid dodged just in time and the blast got Metallo instead. In annoyance, the mercenary ripped the webs off his face and glared hard at his colleague "Do you mind?!" he shouted "Watch where you're firing those things!"

"Hey I was aiming for the Wall Crawler!" Shocker defended "It's not my fault that I missed!" Just as he was still talking, the girl of steel or Maiden of Might as you may call her, grabbed him and tossed him across the street where he crashed into a wall and slumped into unconsciousness. Rhino came charging at her again only to get tackled by Superman who managed to regain some of his strength, the horn-headed criminal glowered at the older Kryptonian. "I thought Metallo was suppose to make you suffer long enough to soften you up a bit, only for me to impale you with my horn."

"That's what he was trying to do" Superman told him "But now that Spider-Man is keeping him busy, which was long enough for me to regain some of my strength, now why don't you and me go for a few rounds just to see who's stronger shall we?" the gargantuan being let out a low growl before charging the Man of Steel. He swung his right fist which Superman dodged with ease before socking the Rhino on the jaw knocking him straight into the same trailer that he was riding inside a few minutes earlier.

Metallo who was now up off the ground attempted to attack Superman again, but this time Spider-Man was ready. He leaped forward and tackled the mercenary knocking and pinning him to the ground, luckily Peter was wearing his Iron Spider suit which was completely bulletproof and had all kinds of tools and gadgets.

"Do you have any idea who you're dealing with?" demanded Metallo.

"I'm just getting this wrapped up that's what I'm doing." Spider-Man answered "But as for you and your partners, you're all going to jail where you belong."

"I don't think so" said Metallo menacingly then all at once he managed to throw Spider-Man off of him, but Peter quickly landed on his feet and retaliated by encasing Metallo's legs in webbing. Then he grabbed the android's wrists and extended from the back of his suit the golden spider legs that electrocuted Metallo, finally the webslinger gripped the Kryptonite chunk and with all his strength yanked it right out of Metallo's chest.

Metallo was shocked at what had just happened, then all at once his power shut down on him and he fell down flat on his face. "Well it's time for the cops to come and pick up these guys" he told himself, no sooner had he said that then the whole police force arrived on the scene. With help from the heroes, it didn't take long for any of them to load up the criminals into the back of an armored police van with the Rhino up against the front of the van, Metallo on the left and Shocker on the right. It was a similar fashion to how Superman, J'onn J'onzz, Hawkgirl and John Stewart captured Luminous, Solomon Grundy and Copperhead.

"Good work you two" Superman praised his young compatriots "It was pretty unexcepted when Metallo, Rhino, and Shocker showed up, but it was worth it when we apprehended them in time."

"It sure was" Spider-Man answered "Now let's go on home and get ready for Christmas." So the trio went back into the alley and changed back into their civilian identities, then they got into Clark Kent's car and drove back to Smallville.

* * *

 **The next day**

It was a festive afternoon in Gotham City, several dozen families were hurriedly finishing up the last bit of their Christmas shopping. In one part of the mall, Dick Greyson, Barbara Gordon and Tim Drake were finalizing the last piece of Christmas shopping. Barbara was picking out a new neck tie for her father and a belt for Dick, young Tim Drake was just assisting her with picking out the right ones.

Meanwhile Dick was busy trying to pick out whatever gift he needed to buy, but it was so complicated. He still felt hurt even after that fallout he had with both Batman and Batgirl, which is why he stopped being Robin and never put on the suit ever again. After travelling the world for five years, he finally returned to Gotham City, reunited with Bruce and Barbara and met Tim for the first time.

Even though he didn't want to admit it, but he couldn't help feeling sorry for running off the way he did and breaking Barbara's heart. Of course Peter and Kara talked to him about it and both insisted that he should try to make it up to her, as hard as it was to admit, but he knew they were both right.

"Hey Dick, are you okay?" Dick broke out of his thoughts when Tim came walking up, the younger boy was pretty concerned to see his older friend looking very stressed out. "Oh hey Tim, I… I was contemplating on what I could buy that's all."

"Are you sure?" Tim asked, although he was supposed to be helping his two older friends finish their Christmas shopping, but in reality he was actually trying to get them back together again as a favor from not only Peter and Kara, but from Bruce as well. "I just don't know that I should get Barbara anything for Christmas, after what happened between me, her and Bruce."

"But I'm pretty sure she's missed you so much" Tim insisted "After all who knows, she might like it if you gave her something that would make her really happy." Dick pondered those words, ever since he told the kid about the things that led to him stop being Robin, Tim had been very persistent that he and Barbara get back together again. But still Dick wasn't sure if Babs wanted to get back together and go out again, not even knowing that Babs felt the same way.

"Okay little buddy, what do _you_ suggest I'd get for her?" Dick asked good naturedly, so at Tim's suggestion they got a silver chain bracelet with snow flakes and angels. As Dick paid for it, he put it inside a bag with some tissue paper in a similar manner as Clark and Peter had done, then they joined Barbara on the way out of the mall and headed towards the car. But just as they were loading up stuff, a loud scream was heard "What was that?" asked Tim in alarm as soon as he heard it, they were in time to see a whole bunch of people running out of the mall.

"I don't know" Dick answered "But let's go see what it was." They went back inside the mall to see what caused the commotion, they rounded the corner just in time to see security surround a huge muscular man in a green striped shirt and brown corduroy jeans. "Freeze! Don't move and stay right where you are!" commanded the leading officer in charge, Detective Harvey Bullock, but the strange man knocked him down and suddenly formed his hands into a mace and a hammer much to the teens' shock. "This guy must be the Sandman!" exclaimed Dick, who was briefed on what Spider-Man's enemies were like, the other two nodded in agreement "Come on, let's suit up and stop him."

 **(Of course at this time, Dick and Barbara are in their twenties. Tim is the only teenager at the scene of the crime** **.)**

So with that, the three of them went behind three separate shelf racks and changed into their guises as Batgirl, Nightwing and Robin. Then they rushed to confront the stranger who was none other than Flint Marko AKA the Sandman who turned around just in time to get a kick to the face which knocked him backwards a bit. He recovered from the blow and glared at the one who assaulted him "Well, well, well, who are you kids suppose to be?" he growled in annoyance as he got ready to fight.

"You can just call us the ones who are going to help the police put you away for good." Batgirl told him determinedly, the Sandman scowled as he changed his hands again, this time both became hammers. "I don't think so!" he snarled charging forward and swinging his hammers but Nightwing and Batgirl both jumped and swung over him, Robin however kept him distracted long enough for his two older friends to put a plan into action.

"I'll smash you good little man, just you wait!" roared Sandman "Don't bet on it gruesome!" Nightwing answered giving a signal to Bullock who set off the sprinkler system with a lighter, Sandman was completely soaked from top to bottom. Then the three friends used their electric batarangs to stun him.

The sand-based villain roared in pain as he received a powerful electric shock, then he fell down flat on his face. Afterwards the GCPD arrived and took him away into custody, then the three friends went on their way.

* * *

 **The same day**

Meanwhile in Central City, the Flash and Kid Flash were experiencing a major battle with a criminal gang called the Rogues; a team of villains put together and led by the sinister Leonard Snart/Captain Cold.

The current members of the gang were; Mick Rory Aka Heatwave, a criminal with a flamethrower gun, Lisa Snart who was also called the Golden Glider because of her golden ice skates that produced streaks of ice everywhere she went, and her signature gold gun that not only froze people, but could transmute them into golden statues. There was also Mark Mardon Aka the Weather Wizard who could manipulate and control the weather with highly advanced technology, Sam Scudder Aka the Mirror Master with the ability to get inside a mirror and project solid illusions, and finally George "Digger" Harkness Aka Captain Boomerang who was armed with various trick and weaponized boomerangs.

"Now this isn't fair Snart." Flash tried to reason with the leader of the gang while dodging icy blasts from Snart's cold gun and hot blasts from Heatwave's heat gun "It's a horrible idea making it six against two." Just as he was still running at super speed, he slipped on a streak of ice left behind by Golden Glider's skates and slid into a lamppost. Kid Flash ran over to help him up, but Weather Wizard used his wand to stir up the wild tempest of a cyclone that knocked down the teenage speedster.

Kid Flash crashed into a fence and got stuck there, then the other three Rogues surrounded him and were ready to finish him off "Say your prayers kid" taunted Captain Boomerang.

"Yeah! Cause this is gonna be the last day of your natural life little man!" laughed Heatwave drawing out his heat gun.

"So do you got any last words for your speed freak mentor?" asked Mirror Master raising his image projector.

"Well how about goodnight?" said an unfamiliar female voice. "Huh?" Scudder turned around just in time to get punched in the face by a red streak that was very similar to the Flash, Rory and Harkness were also punched in the faces so hard that they got knocked down.

By the time their eyes cleared, they were shocked to see that it was only a teenage girl with blonde hair, wearing a red suit with an eagle symbol on the chest, she also had on a tiny face mask that spread across her face and around her eyes. She was also wearing yellow gloves and boots.

"Well, well, well, what do we have here?" demanded Captain Cold staring at the young newcomer, his comrades were also staring as much as they were also glaring.

"The name's Jesse Quick" the girl answered "I'm here to give the Flash and Kid Flash some assistance, and you guys are going down hard."

"Oh I don't think so!" growled Heatwave aiming his flamethrower at her, but she zoomed around and knocked him down flat again. Then the Golden Glider used her gold gun to try and immobilize the female speedster, but Jesse Quick quickly ran at her and tied her to the same lamppost that Flash had crashed into.

All at once, Captain Cold and the rest of the Rogues; the Weather Wizard, Captain Boomerang, and Mirror Master advanced on the trio of speedsters only for Flash to take out Captain Cold with one punch. Kid Flash did the same with Weather Wizard while Jesse Quick did vice versa with Mirror Master and Captain Boomerang, then the speedsters tied up the villains and turned them over to the CCPD who had arrived on the scene just in time.

"Well that's a wrap" said Kid Flash happily as they watched from a distance seeing the criminals hauled off to jail in a police van. "You can say that again Bart" Flash answered "And I most certainly agree" Jesse remarked, a brief silence followed until Bart had a very big idea "Hey, why don't we all go get a big belly burger before we head on home for Christmas" he suggested.

Wally and Jesse looked at each other for a brief second before looking back at Bart with big hearty grins on their faces. "Sure! Why don't we?" so with that, the trio took off to the restaurant that Bart had suggested, ordered three belly burgers to go, then they went their separate ways and returned home in time for the Holidays.

* * *

 **The next day; Christmas**

The next day was bursting with song, everyone who was home for the Holidays were celebrating all day long and even the whole Justice League was having Christmas in the Watchtower.

Kara was really overjoyed when Peter gave her the blue sapphire necklace, and she thanked him with a big hug and a kiss on his cheek. Barbara was very proud when Dick gave her that angel-&-snowflake bracelet and she became ecstatic when he told her it was so he make up to her for running away the way he did.

* * *

 **Elsewhere**

Three sinister figures stood on a walkway overlooking a laboratory where Dr. Octopus and Professor Hamilton were busy working on a new protect. It was four people who were being sedated for some kind of operation, each of them had an anesthetic tube over their mouths. A physician was injecting them with a formula that was none other than the nanites that Amanda Waller had ordered for Task Force X.

"Very soon those recruits will be ready to face off against the Prime Avengers" said the first figure who turned out to Baron Zemo, the other figures who were Lex Luthor and Victor Von Doom nodded in agreement. "I certainly hope so Helmut" Doom answered "But the question is: who will lead these scoundrels on their first mission?"

"I believe Waller was planning on hiring Lt. Colonel Rick Flag, Jr. to do so" Lex told him specifically "He's a well experienced solider and of course if you are/were still planning on hiring the Squad to face off with Spider-Man and his little friends, then he wouldn't want to connected to that in any way."

"Oh I know just the person to do it" Zemo told him before a familiar masked man entered the room. He wore a black-&-orange mask, and black-&-orange body armor with two samurai swords in sheaths on his back and two handguns in holsters on his belt. It was none other then Slade Wilson Aka Deathstroke "So what did you gents want to talk about?" he inquired.

 **I'm so sorry for taking so long dear readers, I just wanted to make sure that some dialogues were done right. Also it looks like Project Cadmus is up to no good, and all the Prime Avengers are going to be in their first fight against a team of villains. Now who do you think I should include in this story as part of the Suicide Squad? So who do you think was that mysterious figure that happened to be spying on Peter, Kara, Dick and Barbara? Well you'd better wait and find out, since I'm not giving away any spoilers.  
**

 **Starring the Voices of:**

 **Josh Keaton as Peter Parker/Spider-Man**

 **Nicholle Tom as Kara Zor-El/Supergirl**

 **George Newburn as Clark Kent/Superman**

 **Loren Lester as Dick Grayson/Nightwing**

 **Tara Strong as Barbara Gordan/Batgirl**

 **Eli Marienthal as Tim Drake/Robin**

 **Corey Burton as John Corben/Metallo**

 **Jim Cummings as Herman Shultz/Shocker**

 **Daryl Sabara as Aleksei Sytseivich/Rhino**

 **Dee Bradley Baker as Flint Marko/Sandman**

 **Somehow I've been having some thoughts lately as to whether I should include the part where Barbara becomes Oracle and passes down her Batgirl mantle to Cassandra Cain, anyway just sound off your thoughts in the comments below about what you think should happen next.**


	10. Chapter 10:Suicide Squad

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 10:Suicide Squad

 **Now the beginning of this chapter will be like the start of a TV episode, but bear in mind that although in the** _ **Justice League Unlimited**_ **episode 'Task Force X', the only part that the Suicide Squad played was infiltrating the Watchtower long enough just to steal the Annihilator armor. For now I'm doing my own version of the Squad's first mission; Infiltration of the Watchtower and Theft of the Annihilator. It's an extended edition and will be just as exciting, even though I've never seen all the episodes on** _ **Justice League/Justice League Unlimited**_ **.**

It was a foggy morning at Belle Reve Correctional, all the prisoners were having breakfast in the prison's cafeteria, and the prison guards were busy escorting a prisoner to the execution chamber since today was no ordinary day. The man being lead to execution was none other than the hitman who once tried to kill Aquaman, his name was Floyd Lawton aka Deadshot and he was displaying defiance for his fate, even towards the priest who was there with them.

"I don't really care about what happens to me" he growled out "But never forget this, people always remember the name Deadshot, even long after I'm gone!"

"That's enough out of you Lawton!" the warden snapped "There's nothing more you can say that will change anything, but this is most certainly the last day of your life."

No sooner had he said that then upon entering the room, they saw another man sitting down on a chair. "Now who are you suppose to be?" demanded the warden "Who I am is not important" the man answered "But I'm here with some pardon papers for Mr. Lawton." He handed the papers to the warden who read them and looked at the newcomer, then back at the guards. "Alright gentlemen let him go" the guards were reluctant at first, but they did as they were told and released Lawton who seemed to be pretty relieved that he wasn't going to be executed after all.

Before long Lawton and his mysterious savior loaded up into a car that was parked outside and drove away from the prison. "Thanks for getting me out" said Floyd as he drank a cup of coffee that was offered to him "But I still didn't get your name"

"My name is Lt. Colonel Rick Flagg, U.S. Army" the man answered "And I want you to assist in a top-secret mission." Lawton frowned at the subject, feeling skeptical "I've never been offered a job in the army before" he told him "But what if I say no?"

"Then you can go back to prison for execution" Flagg answered "Another thing, that coffee you just drank was filled with miniature devices called nanites that will explode and kill you if you won't cooperate." Lawton flinched when he heard that, but he had a sense that he wouldn't live to see the light of another day if he ended up back in prison "So what's the catch?" he asked.

"The mission you're to go on" Flagg continued "Is a simple break-in and theft from the Justice League's Watchtower HQ." Lawton raised an eyebrow when he heard that, he had encountered five of the founding members in the past when he was hired by Lord Orm in an attempt to assassinate Aquaman.

About two and a half hours later, they arrived at an old warehouse that was once owned by Lexcorp. As soon as they were inside, Flagg stood to the side and presented four people who were waiting there; a red haired woman wearing a red outfit with a red skirt and white boots, a flat-nosed bald man with white skin and wearing a grey business suit, a red haired man dressed in a blue jacket, blue jeans, and a white shirt, and finally an older man who was wearing glasses and a brown business suit.

"Floyd Lawton aka Deadshot" Flagg announced "Meet Task Force X" then the colonel began introducing the members "explosives expert Bette Sans-Souci aka Plastique, international covert spy Dmytri Smerdyakov aka the Chameleon, inventor George Harkness aka Captain Boomerang, and planning expert Temple Fugate aka the Clock King. Like you, they're criminals who have been offered amnesty in exchange for their services."

Lawton looked at his new teammates including Plastique, and so he decided to give it a shot. "Well I think I'm going to enjoy working here" he remarked, referring to the fact that he was staring at Plastique, much to Chameleon's chagrin.

"Then let's get started shall we?" Flagg told all of them.

 **New York City**

While the whole thing of recruiting Task Force X members was taking place, Rick Jones was enjoying one of the best days of his life because he was taking M'gann M'orzz on a tour of one of the biggest cities in the U.S.A., now this was the best time of M'gann's life since Rick was taking her to visit the Statue of Liberty. Of course she was in human form at the moment so she couldn't be recognized by anyone as a Martian. "Oh Rick this is amazing!" she exclaimed taking in her surroundings with the great fantastic view as soon as they were inside Lady Liberty's crown.

"I'm glad you like it M'gann" he told her "But I also hope that you get to see more than this." Next they went on to tour the Museum of Natural History where she was very excited seeing all the exhibits; from dinosaur skeletons and stuffed animals to statues and wax figures of famous people in the history of the Eastern and Western Hemispheres (I don't need to go through every detail of the Museum in New York City). Then Rick and M'gann visited Queens, Brooklyn, Manhattan and Times Square where they went to the Empire State Building, took pictures in front of the Unisphere, and went for a walk in Central Park. "Rick what's wrong?" asked M'gann after they had walked for an hour, he looked very sad and was lost in thought about his current situation with the battle inside him.

"Oh I'm just thinking" he told her as both of them sat down on a bench "You see when Dr. Bruce Banner started having trouble suppressing his big green alter ego the Hulk, he was afraid that one day he might never be able to change back the next time he transformed." He paused then continued "That's why he got launched off into space and never seen or heard from again. Sometimes I feel like it might happen to me, and then I'll never be able to change back." He buried his face in his hands like he was about to break down and cry, M'gann felt so sorry for him and looked like she was about to cry herself. She took one of his hands in her own and consoled him "Ricky, you're not going to lose control of the A-Bomb" she told him seriously "I know you too well, and you're too nice a person to end up doing something like that."

She took his face in both her hands and made him look at her "You're a wonderful man Ricky, and that's why I asked my uncle to give you meditation sessions so that you might gain control and suppress the beast inside of yourself."

Rick was touched by she had just told him, now he was very glad to have someone like her in his life. M'gann could really show him that not was his life, but also the fact that he also had something worth fighting for. Then he felt like he needed to tell her something before he chickened out "M'gann there's something ….that I need to tell you."

"What is it?" she asked kindly wondering what he had to say to her "Ever since I arrived here, my life has been kind of nicer not only because every ordinary citizen likes the A-Bomb, but mostly because…" he paused unsure of how she would react to what he was about to say "But it's mostly because of you." M'gann was surprised when she heard that, but as a matter of fact she was delighted at the news. She had never felt so emotional in all her life "Well to tell the truth Rick I feel exactly the way, I've just been having these…"

"Feelings" he finished for her "As if you just realized that the other person means so much more than ever before." M'gann nodded in agreement, it was exactly what she felt. Now she didn't realize it, but they had just moved closer to each other and were so close that a little more and she might be able to kiss him. They leaned in and were just about to kiss when all at once, both their communicators went off.

M'gann was the first to answer "Hello?" she asked, a familiar voice on the other end answered "M'gann! Where are you? Come to the Watchtower at once, we need some assistance!"

"Uncle J'onn, what is it?" asked M'gann feeling greatly concerned "There's been a nasty incident, Green Lantern is evacuating the Watchtower's support staff, and Captain Atom just confirmed that someone purposely managed to cause the core reactor to explode." The teens were both shocked to hear that, who in their right mind would do such a thing?

"Beam us up Uncle J'onn, I've got Rick with me and we're going to need his muscle." M'gann said eagerly and in no time at all both of them disappeared in a flash of light.

 **3 hours earlier**

While Rick had been busy taking M'gann on a tour of New York, Colonel Rick Flagg was going over a plan with the other members of Task Force X. "Here's the illustrations of the JL Watchtower's interiors" he told them as Fugate displayed the whole thing on a screen with a projector "The first phase is to get into the tower by posing as members of its support staff, during a time when three major obstacles are aboard." He nodded towards Fugate who continued explaining the obstacles when he displayed video recordings of three different heroes in the projection "The first obstacle is the Green Lantern, he has a power ring that allows him to fly, phase through anything solid, and conjure up any particular construct he can think of." He then switched to the next clip "The second is Captain Atom, his powers include superhuman strength, flight and absorption of radioactivity." The Clock King switched to the final clip "And here we have J'onn J'onzz the Martian Manhunter, his powers include superhuman strength, flight,…"

"And he's also a shapeshifter who can read minds." Deadshot interrupted "Yeah I've crossed paths with him before" the others stared at him for a minute before Flagg continued "The next phase is to create a diversion by setting off a bomb on the reactor in the generator room that will distract the occupants long enough to evacuate, while Boomerang and I will break into the vault and get the package for Project Cadmus."

"Well so far you haven't even mention where I'm suppose to be in all this." Chameleon reminded him, Flagg looked a little annoyed at first, but he got straight to the point. "Your assignment will be to keep most of the Tower's support staff and the current League members busy by impersonating whoever you can think of, now the final phase is to get out of the Tower and deliver the package to Cadmus."

"Now what exactly is the 'package' pray tell?" inquired Smerdyakov "It's a giant combat robot called the Annihilator" Flagg explained "Cadmus needs it to counter any threat that the Justice League poses, then in the meantime perhaps you could impersonate someone that the League already trusts?"

"I've got just the person in mind" said Smerdyakov "It's someone I've impersonated several times before which will be perfect for the job." He adjusted his belt buckle and pressed a certain button until he looked exactly like his old enemy, the amazing Spider-Man. "Wow that's very clever" Plastique remarked seemingly impressed by the Chameleon's uncanny abilities.

"Why thank you ma'am" the Chameleon answered mimicking Spider-Man's voice much to the whole squad's surprise, Lawton was practically annoyed that Plastique seemed to like Smerdyakov's talents. "I can also use this to close enough to one of our three obstacles, well I couldn't take out Captain Atom or the Martian but I could manage to take out the Green Lantern, steal his power ring and masquerade as him long enough to extend the evacuation of the Watchtower."

"But how long could you keep up the charade?" asked Boomerang "Have you ever impersonated a flyer before?"

"No" Chameleon answered "But I've got the exact gadgets and equipment to do it." He opened a trunk that contained all kinds of equipment including several different suits and jetpacks that used for different purposes.

"Should I assume the identity of anyone who's a flyer, these suits with the jetpacks will blend in and turn invisible" he explained "The radiation suit and jetpack should come in handy for posing as Captain Atom, the solid adamantium suit and jetpack will be useful for impersonating Superman. I'll be using my voice amplifier while I pretend to be Spider-Man until the Lantern and I are alone, he won't suspect anything's wrong until it's too late. So what you all think?"

"It sounds like a great plan" Clock King complimented "Otherwise you'll have three minutes to take him out and assume his guise."

"Last couple of things you need to know" Flagg resumed "Fugate will stay behind here at base and he will coordinate our progress. Last but least of all, there will be no unnecessary killing no matter how tempted it is." He turned to Plastique "Now what would you do if someone like Superman gets within ten feet of you?"

"Threaten to hurt someone?" she suggested, the other squad members stared at her for a moment making her feel uncomfortable "What? I was just thinking that if one of the powerhouses in the League tries to stop us from leaving, I could use a staff member or one of the minor members as leverage. Long enough for us to escape, so what do you guys think?"

The male members of the squad exchanged glances and grinned in agreement. "That sounds promising Plastique" Chameleon remarked "So long as there's no killing as Colonel Flagg just said."

An hour later, four Watchtower staff members were driving toward the middle of an open field where they would be transported up to the Tower. They were so busy talking that they failed to notice or even realize that someone was spying on them, then all at once several tranquilizer darts flew out of the brush and got embedded in their necks. The persons who fired the darts came on out of the shrubbery, they were none then the members of Task Force X: Colonel Rick Flagg, Floyd Lawton Aka Deadshot, Bette Sans-Souci Aka Plastique, Dmytri Smerdyakov Aka the Chameleon and George 'Digger' Harkness Aka Captain Boomerang.

"Excellent" said Flagg "Now we'll take their nametags and communicators so we can get into the Tower." So that's exactly what they did, they took what belonged to the staff members and used the communicators to beam their way upward. The Chameleon put on his holographic disguise of Spider-Man.

Pretty soon they were all in the telepod bay of the Watchtower, Plastique was completely amazed at the sight of the Tower's interior and the feeling of being out in space. Then Flagg used a device in a pair of glasses that he had brought along to disrupt a computer causing it to break down, which enabled them to proceed without any security check. The squad secretly made it to an elevator where they double-checked their equipment, Deadshot loaded his guns with extra bullets, the Chameleon made sure his jumpsuit was ready for action, Plastique prepared her bombs which she hide carefully under her shirt and Boomerang put his boomerangs in extended sheath packs that he hid underneath his sleeves.

"Now you're all set" Flagg told them "Harkness and I will head to the vault while you three put the other part of the plan into action."

Deadshot, Plastique and Chameleon went to an elevator that would take them down to the generator room. Just as the doors were about to close, a giant green hand intercepted and forced back open. The hand turned out to be one of Green Lantern's constructs that he had just used to pry the elevator doors back open again, then GL stepped inside the elevator unaware that the three individuals who were also inside the elevator with him were actually criminals.

"Hey GL, how are you today?" asked Chameleon disguised as Spider-Man, perfectly imitating the wallcrawler's voice. "Spider-Man?" asked GL "I thought you were off duty today?"

"Well I figured I'd come back up for a while in case there was a major catastrophe that's all." GL stared at him for a moment until before too long, the elevator reached their destination and opened up allowing the occupants inside to walk out. "Do you mind if I joined you for a stroll around the station?" asked the false Spider-Man "It would be a bit safer for Hawkgirl knowing that you were with someone she can trust" GL said that he didn't mind at all but he also reminded his 'comrade' to never say anything about Hawkgirl again.

As soon as Green Lantern and the false Spider-Man were out of sight, Deadshot and Plastique headed on down to the generator room where they opened up the wide door and went inside. "This should do the trick" Plastique remarked placing a bomb on the core reactor, meanwhile the false Spider-Man and Green Lantern hadn't gone far when as soon as they were alone, the 'wallcrawler' smacked the Lantern right upside the head knocking him out. Then the Chameleon changed back to his normal guise, took off the Lantern's ring, tied him up and put him inside the janitor's closet.

"Now I'll assume your guise" said Chameleon gleefully as he put on the Lantern's ring so that his whole body glowed along with his spacesuit, then he adjusted his belt until he looked exactly like John Stewart. "That fool Martian may read minds" he told himself "But no one else will notice the difference."

He went off to join Flagg and Harkness who were busy trying to break into the vault with a code breaker that Harkness had brought along. "Let me give you a hand with that" said Chameleon changing back into his true form and harnessing the ring's power to open up the vault's door. Right at that moment, the bomb that Plastique placed on the reactor exploded sounding off the alarm. Back at the bridge, J'onn J'onzz was shocked by the sound of the alarm which indicated that there was a leak of radiation, so he quickly pressed a button on the intercom. "Attention all Justice Leaguers and support staff members! There's been a sudden leak of radiation in the lower levels and everyone of you must get to the Hanger bay and Holodeck and evacuate immediately!" then he turned on his commlink to contact the only major members of the League who were still on board "Green Lantern help the other staff members who can't make it into the Javelins escape from the Watchtower, Captain Atom go down to the generator room and contain the radiation leak long enough for the evacuation to complete."

Back at the vault, as soon as the Chameleon heard what was being said over the intercom, he grinned evilly "That's my cue gentlemen" he told Flagg and Boomerang as he changed back into his Green Lantern disguise and used the power ring to fly back to the Hanger Bay in an instant. By that time Flagg had finally taken control of the 'package': a powerful combat robot called the Annihilator.

Deadshot and Plastique headed out of the generator room in time to slide under a wide closing door, but they were too late to get past another door that was already closed. "Now what do we do?" cried Plastique desperately, however Deadshot wasn't so sure until suddenly two big hands grabbed the underside of the door and pushed it back up. It was Captain Atom who pushed the door back up "What are you guys doing down here?" he demanded "Get back up to the Holodeck for the evacuation, I'm going down there to contain the radioactive leak long enough for all the other Leaguers and staff members to get situated and evacuated."

"Thanks buddy" Deadshot told him and as soon as the musclebound energy absorber was down in the generator room, the two squad members sprinted back up to the upper levels to rejoin Flagg. But just as Captain Atom managed to absorb the spilling energy, he realized something was wrong. "This leak couldn't have happened all by itself" he thought out loud, quickly he pressed his commlink and contacted the Bridge "J'onn! There's something wrong here!"

"What is wrong?" asked the Martian "Is the leak of energy too much for you?"

"No that's not it!" exclaimed the Captain "I just realized that this wasn't an accident, somebody did this on purpose."

J'onn narrowed his eyes and quickly contacted his niece and told her about the situation, he was also relieved to know she was with Rick Jones. "Beam us up Uncle J'onn" she told him over the commlink "I've got Rick with me and we're going to need his muscle."

 **Back to the Situation at hand**

M'gann and Rick finally appeared on the Holodeck where the whole support staff was being evacuated while some others were evacuating from the Hanger Bay where 'Green Lantern' who was really Chameleon in disguise managed to move the last of the support staff out into space towards Earth.

M'gann flew up to the main console carrying Rick with her telekinesis, and landed near where her uncle was working. "Hey Uncle J'onn, what's the situation?"

"Captain Atom is still stabilizing the core reactor" he told her "Somehow I suspect that someone we don't of might be on board the station." The teens exchanged glances and wondered who could sneak on without the League's knowing about it, could it be possible that Cadmus had sent a spy to infiltrate the Tower?

"Uncle J'onn I think there might be a possibility that Cadmus may or might have sent a spy to infiltrate the Watchtower." M'gann suggested, J'onn thought about it for a moment if someone did blow the reactor on purpose then maybe it was possible that Cadmus had sent a spy or someone from inside the Watchtower had leaked information to Cadmus.

"Now that's another matter we'll have to disclose" he told them "In fact for some reason or other, Green Lantern was behaving strangely and he sounded different." M'gann and Rick looked at each other, then back at J'onn "Why don't we call him on his communicator and see how he reacts" suggested Rick, so J'onn pressed his commlink "Green Lantern return to the Watchtower, we may need assistance."

"Oh I don't think so" it sounded like GL's voice but they could immediately tell that it wasn't their John Stewart. "Well you sure sound like Stewart, I don't think you're him are you?" asked Rick suspiciously "I don't know who you are, but your voice is unfamiliar" answered the voice. That had done it, now they knew it wasn't their Stewart and whoever had answered didn't know Rick. "Look whoever you are, what have you with the real John Stewart?"

"Oh he's hidden somewhere in the lower levels but as for who I really am, my name is Dmytri Smerdyakov but I'm sure that Spider-Man has already told you about me."

"Dmytri Smerdyakov?" Rick asked then it came to him "Oh I get it, that's one of Spidey's old enemies who goes by as the Chameleon." Suddenly there was a loud bang and one of the doors to the Bridge burst wide open, they turned around just in time see a big tall figure wearing a blue mask and a red suit slide across the floor followed by four individuals who were dressed like staff members and a giant black robot with silver lining. "Atom Smasher?" asked M'gann "How did he end up getting so badly beaten?"

"Those four look very suspicious, they must be the ones who infiltrated the Watchtower." J'onn told his niece "Somehow they've managed to activate the Annihilator and now they're trying to escape." Turning to the two teenagers, he quickly gave instructions "M'gann fly down to the lower levels and find Green Lantern so he can be of assistance in case the Chameleon ever comes back here, Rick you stay up here and wait until the right moment to jump right in."

M'gann did as she was told, she turned invisible so the intruders couldn't see her and flew on down to the lower levels to find John Stewart. Rick hide up on the upper levels by the main console while J'onn floated down to confront the false staff members who were really the members of Task Force X, earlier they had also just managed to defeat Shining Knight and Vigilante.

"Ask yourselves" he told the intruders "Can you stand being in the same room with me?" his eyes glowed a bright orange indicating that he was reading their minds. "Get out of the way Martian!" snarled Flagg who was not going to stand down and let the mission get ruined by some green alien.

"Allow me" Deadshot said smugly as he aimed his handguns(technically those weren't his guns, Lawton's own guns were busted apart in a fight on the way to the Bridge, he ended up stealing Vigilante's guns) and fired shot after shot at the older Martian, but what he didn't know was J'onn could also turn intangible and the bullets flew right though without harming him. Then the Martian flew down and phased his left hand right through Deadshot's chest, the hitman cried out in pain and fell down having been disabled from walking. Flagg charged forward only to get knocked back, J'onn then transformed into a green serpent creature with long arms and wrapped himself around Plastique, crushing her in a vice-like grip.

Boomerang was about to attack when the Martian disappeared into the floor leaving the criminal shocked and wondering where the big green man went. Then all of a sudden, J'onn instantly reappeared behind him and just as Boomerang went in for an attack, J'onn gripped his left arm very hard causing the Australian to cry out in pain before he threw him right into Flagg who tried to attack again.

J'onn was about to take a breather when the Annihilator came right up behind him "J'onn look out!" Rick yelled out springing forward, jumping off the upper platform and landing on the Annihilator's giant face covering the robot's eyes. J'onn was horrified to see that Rick was just now risking his life distracting the Annihilator that was now very angry as it reached up and grabbed its assailant.

Meanwhile down in the lower levels, M'gann was searching very hard for John Stewart by phasing through walls and using her telepathy. 'Where could Mr. Stewart be around here?' she wondered as she kept going until she felt someone's presence just around the corner. Miss Martian flew on until she found the janitor's closet where Stewart was still tied up "Mr. Stewart!" she cried as she got him untied and helped him up.

"Miss M, what the hell is going on here?" he demanded as soon as he got his bearings together. "Intruders have infiltrated the Watchtower!" she exclaimed "They activated the Annihilator and are trying to escape, but Rick and Uncle J'onn are stalling them."

"Where's Parker?" growled John angrily "I want to get him good for hitting me on the head!" but the Martian girl quickly reprimanded him "No! that wasn't him, it was one of his old enemies the Chameleon" John's eyes widen at the mention of Spider-Man's oldest enemy and he felt very ashamed at he had acted just now. "Where's the Chameleon now?" he asked determinedly "He's escorting staff members off the Watchtower and still pretending to be you" M'gann told him.

Just then a mental voice was heard inside her head _"M'gann, if you have found John Stewart then return to the Bridge at once. Rick had just prevented the Annihilator from getting me and now it's trying to harm him."_ M'gann was horrified to hear the last part her uncle had just telepathically said, she turned to GL and exclaimed "Come on hurry! We've got to help Rick and my uncle!"

Back at the Bridge, the Annihilator continued its oppression by squeezing poor Rick who was struggling to stay alive, Flagg and Boomerang got up and helped Deadshot to his feet while J'onn was psychically contacting his niece. "The big bloke is just crushin' that poor kid!" exclaimed Harkness, the other two were shocked to see what was happening "That's not what I planned for the mission!" cried Flagg horrified, he quickly ran over to the giant robot and tried to get its attention "Annihilator! Stop squeezing that kid and set him down gently."

But the robot was too occupied with its helpless victim who tried his best to break loose, just as Flagg was trying to get it to set the teenager down, and all at once Rick Jones started writhing and twisting. Then the Annihilator threw him hard against one of the monitors much to J'onn's horror, and Flagg's dismay.

"Come on up here!" the colonel commanded the Annihilator, and the metallic giant finally did as it was told. But just as it was marching up to the transporter platform, Rick began thrashing and writhing around from the Annihilator's squeezing him so much right when M'gann phased through the floor with John Stewart. "Rick!" she cried flying over to him "Are you alright?"

"GET BACK!" he yelled out loud as his eyes changed from green to red, his skin turned scaly, and he began to grow in size. Back on the teleporter, the squad members turned to stare at the strange scene before them "Blimey! what the hell is wrong with that kid?!" Boomerang exclaimed.

"I don't know" Flagg answered "One minute the Annihilator was nearly squeezing him to death, and now he's writhing in pain." No sooner had he said that when Rick suddenly turned blue and continued growing in size much to the others' shock and surprise. He grew until he was 9 1/2half feet tall and his hair had changed into a blue scaly mohawk, his ears had grown a tad longer, spikes grew out of his back, his hands both had three fingers on them and now his feet had the big toes of a velociraptor.

"Holy shit!" cried Deadshot as the Annihilator turned to face this new threat, the A-Bomb looked at the metallic titan and let out a loud feral roar that terrified the squad members. RRRRRRRAAAAAAAAAAAWWWWWWRRRRRRRRRRRRRRR!

The Annihilator advanced on its new target in an attempt to tear him limb from limb, but the A-Bomb rolled himself up into a ball, rolled forward and kicked the robot back into a different monitor. Then J'onn flew towards the teleporter to stop the intruders from escaping "Cool it Martian!" a loud voice suddenly called out, J'onn turned around and saw Plastique holding a bomb over the mouth of an unconscious Atom Smasher. "Don't even think about it" she warned him "So back off freak show or the big guy really gets it." Not wanting to put the life of a team member at risk, J'onn backed down and allowed the other squad members to reach the transporter platform.

Meanwhile A-Bomb pounced on the Annihilator and pounded it relentlessly "A-BOMB SMASH PUNY ROBOT MAN!" he punched a big dent in its chest and looked like he was about to rip its head clean off its shoulders.

"Chameleon return to the Tower!" Flagg ordered "We need your help right away! We can't lose the package!"

The A-Bomb continued his assault on the robot until a bright green light phased right through the wall. It looked just like John Stewart but it was really the Chameleon in disguise, he used the power ring to conjure up the construct of a chain leash that he wrapped around A-Bomb's neck and pulled the Gamma beast off of the Annihilator. Then he trapped the A-Bomb in the construct of a cage and slowly made his way around to the other squad members at the platform while Plastique was setting a bomb to fifteen minutes.

"Lady that's not very nice!" said a stern voice, she turned around just in time to see a tall figure with a red star on his chest. "Captain Atom?" she knew who it was and immediately recognized him, she was just about to set off the bomb she was still holding when Captain Atom tackled her and held her wrists tight.

"Plastique!" cried Flagg, he had no intention of leaving anyone behind but this was a delirious situation. Chameleon looked back at the red-headed explosives expert struggling with the musclebound powerhouse, he considered going to help her but he knew that the A-Bomb would break loose and ruin everything. So then he came up with an idea, he used the power ring to form the construct of a heavy jack hammer and after the cage construct disappeared, the jack hammer was brought down hard on A-Bomb's head. Miss Martian saw what happened and cried out in horror "A-Bomb!" then she turned towards the Chameleon and delivered a psychic attack at his mind, the master of disguise cried out and clutched his head in immense pain before falling down towards the floor.

Once the imposter hit the floor, the real John Stewart ran forward, pinned him down and reclaimed his power ring. Plastique was still struggling with Captain Atom, and the bomb she was still holding went sailing through the air "Say goodbye!" sneered Deadshot aiming his pistol at the bomb, detonating it and in the confusion of the explosion, the Annihilator and the rest of Task Force X escaped through the teleporter. Plastique was left behind and she was badly hurt "Quickly get her to the medical ward!" ordered GL before Captain Atom picked up the villainess.

J'onn flew over to the transporter console to track their coordinates only for the console to blow up "They thought of everything!" said J'onn exasperated.

 **Elsewhere**

Several hours after their successful escape, Colonel Flagg delivered the Annihilator to Project Cadmus, despite the robot having been damaged and nearly broken apart by the A-Bomb. "Your father would be very proud of you" Amanda Waller told him "In the meantime I'll have the tech boys examine how much damage has been done, and then I'll have Tala get it ready for battle."

Flagg nodded his head before stepping out into the hall where Deadshot, Clock King and Captain Boomerang were waiting. "Well it's been an honor working with all of you" said Deadshot "So I'll be on my way now." Flagg suddenly slugged him in the face and knocked him down "Don't be so sure of that" he snarled angrily "You're been required to on Task Force X for up to five years. If you try to walk away, then you'll get sent back to prison for execution, do I make myself clear?"

Deadshot glared at his superior as Fugate and Harkness helped him to his feet, he was slightly offended that he still wasn't allowed to leave "Tell me something Flagg, how is that lady blackmailing you into working for her?" Flagg gave him a sneer of contempt "I'm not being blackmailed into doing anything" he answered "I'm just a patriot who's serving his country loyally." He turned away from them and down the hall where he met Helmut Zemo at the end "So Colonel Flagg, now that the squad has carried out their first mission, I believe it would be a good time to prepare them for a showdown with the Prime Avengers."

Flagg nodded "Yes, and they're going to need new members in order to do so."

 **Watchtower**

After the big fight with the squad and the attempt to prevent their escape, J'onn discovered that one of their staff members Vance was wearing an anti-telepathy device, and had leaked inside information to Cadmus. M'gann was sitting with Rick in the cafeteria having lunch and thinking about what they could do next to stop whatever plans Cadmus had "If only we'd stopped those other guys from stealing the Annihilator and escaping, then we could have stayed one step ahead of Cadmus." She told Rick unhappily "Don't feel so bad M'gann" he consoled her "I hope we can shut them down sooner than later, but until then we'll wait."

 **Oh the world owes me a livin'! ye da la da lo da la da le! Chapter 10 is finally done, please don't hate me dear readers, for taking too long but I had to make sure that it was done perfectly. Now that Plastique and the Chameleon are prisoners of the Justice League, who should be their replacements on the Suicide Squad(Task Force X)? I was originally going to have the Chameleon escape with the others but thought it would be better to have him get unexpectedly captured, maybe have him escape at a later time. Just let me know in the comments below about which squad members of Task Force X that I should include next, and what you think of Rick and M'gann getting closer together? Should I try to continue with only them for a while or just do them alongside Peter-X-Kara and Dick-X-Barbara? Anyway just let me know what all of you think.**

 **Rick Flagg (Adam Baldwin)**

 **Floyd Lawton/Deadshot (Michael Rosenbaum)**

 **Captain Atom (Chris Cox)**

 **Bette Sans Souci/Plastique (Juliet Landou)**

 **Dmytri Smerdyakov/Chameleon (Steven Blum)**

 **George 'Digger' Harkness/Captain Boomerang (Donal Gibson)**

 **It seems strange that Steven Blum, the current voice of Wolverine in animated version, was also the voice of the Chameleon in '** _ **Spectacular Spider-Man'**_ **. The belt that he used for copying the appearances of other people, I got it from 'Spider-Man TAS'(even though he didn't have any speaking lines whenever he was in his true form), and considering that sometime he may or might have an accident that causes him to become a metahuman with shape-changing abilities.**

 **Until next time, sound off your thoughts in the comments below!**


	11. Chapter 11:Suicide Squad Part 2

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 11:Suicide Squad Part 2

 **Finally the Prime Avengers will be facing off with Project Cadmus' own team, just so you'll know Task Force X and the Thunderbolts are both teams of villains for hire. It seems that Wade Eiling and Thaddeus Ross are very much alike in some ways but nevertheless, the one who's going to lead the squad into battle is Slade Wilson AKA Deathstroke. I feel that he would be a very good field leader for the team and could a match for both Spider-Man and Nightwing.**

The following week after that Annihilator theft in the Watchtower, the founding members of the Justice League and the Prime Avengers gathered for a meeting to discuss what had to be done. "If only we could figure out what those folks at Cadmus are planning to do next" said Superman grimly "Then we might just stay one or two steps ahead of them."

"I still can't believe that Captain Boomerang was in on this" said Flash in frustration, last year at Christmas he had managed to put that scoundrel away along with the rest of the Rogues, with some help from Jesse Quick and Kid Flash.

"I know how that feels Wally" Spider-Man told him "But nevertheless we should be able to face them when the time comes."

"I've been doing some investigating recently" Batman said to all of them "Last week before the intruders stole the Annihilator, Lawton was somehow pardoned and released from prison in Louisiana, Harkness was let out of Iron Heights and then Fugate was pardoned and released from Arkham Asylum."

"But the Chameleon was already working with Cadmus" added Nightwing "So Doom, Zemo and Octavius must recommended him to work with the squad before they were sent up to infiltrate the Watchtower."

"Yes I agree" Batman answered "Somehow when the physicians were busy operating on Plastique, they discovered that she was injected with explosive nanites." He paused for a moment then continued "But then she was already dead in ten minutes before they could find a way to save her, which was 72 hours/three days after she got left behind."

The other members were completely shocked to hear this, they should have been able to find a cure for her in time "I can't believe that she's already dead" said Diana sadly in remorse "They should have been able to help her."

"Yes they should have" Batman told her "But now to get back to the subject at hand, after that public incident with the Ultimen almost destroying everything, Peter, Mainframe and I looked over that file on Task Force X and we learned that this project in particular was supposed to be a team of criminals for hire."

"Yeah it sure reminded me of how the Thunderbolts were brought together" said Spider-Man, the other members stared at him for a moment until Batman spoke up for him "Back in Parker's reality on Earth-616, there was a group of villains for hire called the Thunderbolts founded by Thaddeus Ross, before he became the Red Hulk. Its only purpose was to hire criminals to undergo top secret missions and give them a second chance at normal life by shortening their life sentences in prison."

"A similar thing was shown in the Task Force X file" Mainframe added "The squad members were each offered amnesty in exchange for their services, but should they disobey or try to desert their ranks then the nanites would kill them from inside." The other members were completely shocked to hear this, especially Diana "How could Cadmus do such a thing?" she asked in disbelief "That they would force these common criminals into doing their dirty work by threatening to take their lives?"

"From what I've learned so far, Amanda Waller only believes in leverage" Batman answered "It's only to make sure they follow through with whatever plans Cadmus has in store until after they've served for five years and are free to go."

"But how many members does the squad have now?" asked Donna "And how will we know what Cadmus' next move is?"

"That depends on how soon they want to get started" Spider-Man told her "I've asked Batgirl to research what Cadmus is planning to do next so we can be ready for them when they strike."

"How will she do that?" asked Kara/Supergirl curiously, the webslinger leaned in and whispered that Barbara had asked her father if she could move to New York, which an initiative to continue working on the Prime Avengers. **(A/N)**

"Oh that makes sense" said Kara as they turned back to the others and took control of the subject at hand. "Now what Nightwing, Spider-Man and Aqualad also found out about Cadmus" Batman continued "That after they'd send the squad to infiltrate the Tower, they would then send them to hunt down the A-Bomb." the other members were shocked including J'onn, M'gann and Rick.

"Why would they want to do that?" asked Rick in desperation, the minute Batman revealed that Cadmus was onto the A-Bomb, he was instantly reminded of how many times the Hulk was hunted down for extermination or to be used as a living weapon. "Because Dr. Octopus and another scientific head of Cadmus is planning to brainwash your alter ego." Batman told him "But in order to do that, they would have to find you while you're still plain old ordinary Rick Jones."

* * *

 **Meanwhile at a disclosed location**

Rick Flagg, Helmut Zemo, Deadshot, Captain Boomerang and the Clock King all were sitting at a round table that was wide enough to seat eight to eleven people. They were discussing the squad's next assignment when the doors opened, Zemo looked up and then rose from his chair "Ah Mr. Wilson! How good of you to come, I hope you've brought the recruits that I requested."

"I brought them alright" Slade answered "Although they seemed to be a little bit skeptical when I only told them that their services were needed." Following close behind him were the individuals that Zemo had sent him to find and bring to their location, it was two men and three women. One was a dark haired Japanese woman wearing a black dress under a tan trench coat with black high heels, her name was Tatsu Yamashiro and she went by the alias of Katana, a highly trained assassin who like Flagg, was authorized to be on the squad. Another was a tall African-American man wearing a yellow shirt under a brown leather jacket with tan jeans and brown boots, his name was Ben Turner and he was better known as Bronze Tiger who originally on the League of Assassins.

The other two women were somehow very recognizable as one was blond and the other was red-headed, the blonde's name was Harleen F. Quinzel, she was once a psychiatrist at Arkham Asylum and later on became the Joker's personal sidekick and occasional girlfriend. The redhead's name was Pamela Isley and she was a botanist who later became a metahuman with the ability to control and manipulate plants, earning her the name of Poison Ivy.

The final member of the group was a huge scaly man who looked like a reptile, his name was Waylon Jones and he became a metahuman resulting from a skin condition that caused his skin to grow scales instead of hair. He also used to live in the sewers of Gotham City, and went by the alias of Killer Croc.

"Ah now that you're all here" Zemo told them "Let's get down to business right away." He then motioned to Fugate who turned on the same projector that was used for displaying the Watchtower's interiors and profiles for three of the Justice League's members, only this time it was showing the image of an unusual giant blue creature that was just as scaly as Killer Croc only bigger.

"What the hell is that?" demanded Turner

"That my friends" said Zemo "Is our objective, this is a creature known as the A-Bomb. he's a Gamma monster and has incredible strength that is fueled by his rage." The other members on the squad were shocked to hear what he just said, but he continued with the slideshow "The beast can also leap 100 to 500 feet in the air, he is very invulnerable unlike a few Kryptonians and has a major healing factor that allows him to regenerate very quickly."

He then changed the slideshow to the picture of a young man with brown hair and green eyes wearing blue jeans and a red flannel shirt "This is his other self, his true identity Richard Jones, a young college student who was experimented with a blood sample from Emil Blonsky Aka Abomination that caused him to transform into that blue creature I have just shown you. Whenever he is angered or agitated, he would transform into the A-Bomb but whenever he calms down then he reverts back into his normal human self."

"But how are we going to catch him?" demanded Croc "Considering that his own incredible strength would be a problem since you made it sound like his kind is lots stronger than Kryptonians. Now what kind of creature did you say he was?"

"A Gamma Monster" Zemo told him quite annoyed at having remind this ridiculous reptile about what they were dealing with. "Now the _only_ way to capture him is to do it when he's still normal and here's how we're going to do it." He pulled up a picture of apartment complexes in New York City "Jones lives in an apartment in Queens, New York. He attends classes at Empire State University, studies in the field of radiation and is a founding member of the Prime Avengers."

The rest of them were stunned silent because the Prime Avengers were suppose to be the heavy hitter team of the Justice League, and they knew that it would be bad news if they ever crossed paths with them.

"The first step is to track him down to his location and wait for the right moment to nab him" Zemo explained "Next once we have cornered him, that's when Croc grabs him and holds him still while Ivy will use her toxins to hypnotize him into sleeping, then we take him back to Cadmus Headquarters so Dr. Moon and Dr. Octavius can proceed with erasing his memories and brainwashing him." He smiled deviously and glanced at the others "So what do you all think?"

"I think it's a challenge" said Deadshot "Sounds like an opportunity to get a reward for his capture" remarked Katana.

"Then what are we waiting for? Let's go get him!" Killer Croc exclaimed.

"Before we go, there's something you've got to have Croc." Zemo told him as he reached into a cabinet and pulled out a vial containing a yellowish green liquid. The vial was also labeled with the sign of a lizard "What's this stuff?" asked Croc.

"Something to make you stronger" Zemo replied "Something that will give you a major upgrade and make you heal faster."

"Well what have I got to lose?" Croc took the vile and proceeded to consume the contents, soon enough he felt a strange sensation as he started to grow taller and a long scaly tail grew out from behind him.

* * *

 **Prime Avengers HQ**

While this whole scenario was taking place, the heroes were busy making plans of their own. Right at that moment Spider-Man, Mainframe and the Atom were in the lab working on some nanites that would counteract the explosives that the members of Task Force X were injected with. "In a few more minutes, these babies will be ready for action" Atom remarked as he shrank down to miniscule size and examined the nanites up close, after a few minutes he finally returned to his normal size "Well I'd say it's finally ready to go."

Just then both their commlinks went off and Batman's voice pitched through "Spider-Man! Atom! I've just learned from Oracle that Waller is sending the squad to New York and their first move is to capture Rick Jones alive."

The wallcrawler and the size-changing hero exchanged glances, this was now the chance to make their move. But they had to come up with an idea to outsmart Task Force X, just then Peter's eyes lit up "I think I have an idea that might work, but it involves M'gann and her uncle."

* * *

 **Later on**

Baron Zemo and the Suicide Squad headed towards New York City in an armored van, the squad members were really excited that they were finally going after their next objective. Now as the van drove into the Queens borough, Zemo pulled up alongside the most expensive apartment complex "Now remember" he told the others "As soon as the package leaves the building, we follow after him at once and not let him out of our sight."

"You got that right" remarked Captain Boomerang, and no sooner had he said that than a brown-haired teenage boy, a red-headed teenage girl and a much older man came walking out. The man and the teens were both talking, and Deadshot turned up the volume on the audio so the squad could hear what they were saying _"I'm so glad we're going out to dinner tonight!"_ exclaimed the girl who standing next to the boy on the right. _"Me too!"_ answered the boy who was standing right next to her _"Yes we're both as excited as you are M'gann"_ said the man on the left.

"M'gann?" both Deadshot and Captain Boomerang straightened up at the mention of the girl's name "Where have we heard that name before?"

" _Let me look that up for a minute"_ said Clock King's voice on the other end of the line, after a few moments he reported back _"I believe that's suppose to be the niece of the Martian Manhunter, and she possesses the same powers as her uncle."_

"Now I get it" said Deadshot "She's that green girl who was with the A-Bomb back on the Watchtower, I think she also goes by as Miss Martian."

"You got that right mate" Captain Boomerang told him as they continued to watch the scene unfold before them. The trio outside continued walking down the sidewalk, unaware that they were being watched and followed.

Before long they came to a fancy looking restaurant that was ten blocks down from the apartments. J'onn, Rick, and M'gann went inside to get a table and order dinner, while Zemo and the squad waited outside in the van.

"Now you all know the plan." Zemo told his crew "As soon as they come outside, we need to get the jump on them, everyone understand?"

"Okay we get it Baron" Captain Boomerang answered as he and the others got into position. While they were waiting for Rick Jones to come outside, Harley couldn't help noticing how Rick Jones was holding hands with the young redheaded girl who was seated with him at the table "It's so sweet that he's got his own girl with him" she cooed, prompting Ivy to glare in her direction.

"Harl this is _not_ the time for sweetness" she said in annoyance. Croc, Deadshot and Boomerang looked at each other and smirked they heard that, Deathstroke simply shook his head in disgust "That's enough!" Zemo's voice came over the commlink "Here they come now!"

Before too long, their main objectives came strolling outside the restaurant and were heading straight for the Museum of Natural History. That was their signal, the squad quickly sprang out from their hiding places and surrounded the trio, just as they were going to the car that was parked in an alley. "Alright Mr. Jones that's far enough" said Deathstroke sternly "You're coming with us back to Cadmus whether you want to or not."

"No!" M'gann stepped in front of Rick and blocked him from the mercenary's gun "If you want to take him, you'll have go through us first."

"With pleasure" growled Bronze Tiger as he lunged forward, unsheathing his claws. Deathstroke and Katana drew their swords and attacked, Captain Boomerang threw his boomerangs at the Martians. Deadshot opened fire with his weapons, while Croc, Harley, and Ivy followed suite. J'onn quickly transformed into the humanoid version of a serpent-like creature with muscular arms, sharp horns, and a long tail. Then he managed to fight off the squad while M'gann phased Rick through a wall into a solitary building.

"Deadshot!" barked Zemo angrily "Croc, Ivy! Rick Jones is getting away! Remember the plan and don't be distracted." The three Gotham rogues did as they were told, they followed where the Martian girl had phased through the wall, and there also was a door and a window at the spot. "This particular spot seems the likely place to open a door." Poison Ivy remarked pulling a potted plant out of her handbag and threw it at the wall, the pot shattered upon impact but the plant instantly expanded and vines grew all over the door and window.

The vines broke the glass in the window and slipped through a crack in the right side of the door. Sure enough, the vines tightened around the section of the wall between the door and the window, forming a giant rectangle.

"Okay Croc, time to do your stuff" Deadshot told his reptilian comrade, so with that Killer Croc smashed through the wall with his lizard enhanced strength. As soon as the trio got inside, they spotted a figure heading for the back door "There he goes, grab him!" yelled Ivy, prompting Croc to lunge forward and grab Jones around the waist. "Now we've got ya!" sneered the large reptilian man while the plant lady used her toxic hormones on the young man who struggled in Croc's arms.

"It's like I already told you Mr. Jones" said Deadshot "You're coming with us whether you want to or not." Just as Ivy was using her toxins on their primary target, she realized it wasn't even working on him. "What's going on here? Why isn't working?" she demanded "It's always worked before."

"That's because you've got the wrong one" someone answered, they turned and were completely flabbergasted to see what looked like Rick Jones standing on top of a stack of wooden crates. "Bet you didn't see this coming, did you?"

"Or this?" asked the other Rick who suddenly slipped out of Killer Croc's grasp, sprouted extra arms, and morphed revealing to be M'gann in disguise.

"So the Martian Manhunter's niece can also change forms, how very clever" Ivy remarked dryly as she manipulated her vines to attack the Martian girl who just phased right through them. Then Croc sprang for Rick who managed to dodge just in time, while Deadshot fired off his pistols to try and wound the boy. But Rick just kept dodging and rolling until he made outside, but just when he thought he was safe, four thugs surrounded him in the alley outside.

* * *

 **(I'm attempting make something similar to that one part in Marvel's** _ **The Incredible Hulk**_ **, when Dr. Banner was being chased by the army in Peru).**

"Well, well, well, what do we have here guys?" remarked the leader who was very bald and covered in scars. "Looks like this kid just got lost in the alleyway" said a second who looked really mean and had ugly tattoos, the other two had beards and all four of them surrounded poor Rick who looked as if he had nowhere else to run.

"Now I don't want any trouble" he tried to tell them off "But you guys don't want to be here when something bad happens."

"Oh the kid thinks he can just scare us off like that" the third thug laughed, the others joined in his laughter. "Nice try kid, but it looks like trouble just found you" added the fourth, so with that they all pounced on him and each of them took turns hitting him in the stomach until he doubled over in pain "Stop it! You'll make me angry!" he cried out trying to warn them, but to no avail.

"You angry?" laughed the leader, not believing what he had just heard, then they started kicking on him. At that moment Deadshot came out into the alley, Croc and Poison Ivy were still inside dealing with Miss Martian "Okay, break it up!" he barked pointing his guns at the thugs who backed slowly away "That kid is coming with me, if you don't mind now back off!"

The first of the thugs was about to throw a knife at the mercenary when something latched onto his foot, unfortunately the alley was too dark to see anything in. The leader was yanked off his feet and sent flying over the rooftops, that was followed by a loud enraged roar that no one had ever heard before. "Oh shit!" one of the other thugs yelled out, they tried to run away, but a blue gargantuan hand with three fingers snatched them up. Deadshot was completely shocked, this was not the way the mission was suppose to go.

"Zemo we got a proplem here" he called into his communicator, he was just about to report the situation when a guttural growl was heard "Leave me alone!" the mercenary turned around in time to see a big blue gargantuan creature emerge from the shadows, Deadshot was petrified at the sight of the creature and before he could blink an eye, the A-Bomb lunged forward. Deadshot turned tail and ran back the way he came, the A-Bomb bellowed loudly and chased after him. Just as he was heading back into the building, a golden lasso wrapped around his waist and pulled him off his feet.

"Going somewhere Lawton?" asked a familiar female voice, he looked up and saw one of the same people who apprehended him the same night he tried to kill Aquaman again.

"Lady you have no idea what you're dealing with." He sneered, but he soon regretted what he just said when the A-Bomb tried to grab at his feet, but Wonder Woman lifted the mercenary away.

"No A-Bomb" she said sternly "This man is not as big and strong as you are, so I'll take him from here." the Gamma Beast grunted reluctantly, but he put his hands down so the Amazon could deal with the hitman.

Back in the building, Miss Martian was still dealing with Poison Ivy and Killer Croc, whenever Ivy would aim living vines at her, M'gann would just phase right through them. Croc on the other hand, was a different matter, whenever he charged at her, she would just phase right through him or change into something else close to his size "Give it up little girl, there's no way you'll beat both of us at the same time" taunted Ivy.

"Oh I know" M'gann answered "But I know they can." No sooner had she said that, when Killer Croc was knocked down by a pair of feet, and crashed into a wall. The feet belonged to Spider-Man who swung inside just in time to join the battle.

"Well it looks like the rest of us got here just in time to join the party." He remarked as Killer Croc got to his feet again "You'll regret that bug boy!" he snarled as he lunged forward. Peter somersaulted over the reptilian villain and kicked him in the back "Ow! His back is thicker than adamantium!" the wallcrawler groaned after he landed behind the villain. Croc tried to swat the arachnid hero with his new tail, but Peter's spider sense warned him just in time and he jumped to avoid the attack from Croc's tail. Just then two grappling hooks shot out and embedded themselves in the villain's back, Killer Croc cried out in immense pain as he fell down flat on his face. Spider-Man looked up and saw Batman and Nightwing standing there "Thanks for the assist, now to inject him with the antidote."

Batman nodded before stooping and injecting the back of Croc's neck with a dosage of the antidote "Now we'd better take care of the others" the Dark Knight implied, the two young men nodded before taking off to tackle the other squad members.

Peter shot his webs, latched onto Deathstroke and Bronze Tiger, and yanked them backwards, the two men were slammed against a brick wall before being encased in webbing. "Hey! What's the big idea?!" yelled out Bronze Tiger, before he was poked by a square needle from a small gun "Ow! What was that for?"

"That was to cancel out the nanites in your system" Batman told him before turning to Deathstroke "When this is all over, I want you to give Waller a message."

"We'll see about that." Deathstroke growled in frustration, the other squad members were similar difficulties. Captain Boomerang threw four of his sharp boomerangs at Miss Martian who was busy with Poison Ivy, only for the Flash to appear out of nowhere and catch them with his gloved hands "Crikey! Where did you learn to throw boomerangs at a lady Digger?" exclaimed Wally, imitating an Australian accent, that made Harkness really angry that he threw some more of his boomerangs, but the speedster kept on dodging them.

At that moment, Katana joined Poison Ivy in the fight with Miss Martian by throwing her knives at the Martian girl, but just like with the vines, M'gann turned intangible and let the knives fly right through her. "Okay girly, you asked for this!" Harley tried to pummel her with a great big wooden mallet by jumping off a stack of crates, but a silver lasso wrapped around her waist and pulled her upward "Hey let me go!" she yelled when she turned around and saw that it was Wonder Woman's younger sister Troia in her all black uniform.

"Hold on Harl, I'm coming!" Ivy called out as she threw some ivy seeds to grow all over and entangle Donna, but an explosive batarang imploded on the seeds in midair. "I'm afraid not" said Batgirl as she and Supergirl arrived on the scene, Poison Ivy was very incensed when she saw the girl of steel and the female dark knight. "So we meet again you two." she said "But I certainly hope to make it the last time."

She pulled a bag of ivy seeds out of her pocket and was about to throw it at the pair, only for M'gann to grab her from behind. "I heard that you can control plants with your mind" she told her as the plant woman struggled to get free "Let me show you what I can do with _my_ mind!" so with that, M'gann M'orzz proceeded to pour out her telepathy into Pamela Isley's mind, the plant woman screamed in pain until she passed out.

Katana lashed out with her sword when she saw what happened to Poison Ivy, but just as she was about strike M'gann, her sword hit against something hard and broke upon impact. The assassin was shocked to see that her most treasured possession had been damaged, and shattered when she accidentally hit Supergirl who blocked the attack just in time.

"Well maybe in case you haven't heard the news about me or my cousin" Kara told her "Then allow me to clarify why I can't be hurt." She snatched up the Japanese assassin, flew her to the other side of the building, and tied her up in chains.

"Zemo! The rest of the squad has been taken out!" Clock King's voice came over the intercom in the van "You have to get out of there now!" Zemo was shocked and angry at what he was hearing, he couldn't believe that Task Force X was losing. "No it can't be!" he shouted "not when I'm so close!"

"I'm afraid that's not an option" Clock King replied, Zemo lowered his head reluctantly knowing that Fugate was right. "Alright I'm leaving, just inform Waller that the mission was a failure." He started up the van and was leaving the parking lot when the windshield got covered in a substance of webbing "What is this?" he demanded, then he realized what the substance really was. "No it can't be! It can't…" he protested.

"Oh I'm afraid it is" answered a familiar young voice, at that moment the driver's door was ripped open and a pair of strong hands grabbed Zemo and pulled him outside. The former HYDRA agent landed against a blue mailbox and barely recovered when he was encased in webbing "Zemo" said Spider-Man sternly "This is the luckiest day of your life, you're going to prison in Iron Heights instead of going back to Earth-616." The villain slumped in frustration, he couldn't believe that his plan to capture Rick Jones had failed.

At that moment, the Flash came speeding up to the scene "the rest of Task Force X has been given the nanite antidote" he reported "With the exception of Zemo, Deathstroke, and Kantana."

"Good" Spider-Man answered "Now we'll make that Deathstroke delivers a message to not only Cadmus, but also to Doom and Octavius."

* * *

 **The next day at Cadmus HQ**

"THEY DID WHAT?!" Doom shouted, the entire Cadmus staff outside the meeting room flinched at the sound of his loud voice. "Yes I know that sounds bad…." Slade began, but Doom cut him off "Save it Wilson! As for now you're finished on Task Force X. Which means you will no longer be allowed to go on any suicide missions, so the next time the squad goes to retrieve the A-Bomb, _you_ won't be invited and Colonel Flagg will personally be leading, now get out of here until we need you again."

Slade was fuming, he couldn't believe that of all things, they were letting him let go. He turned and left while the heads of Cadmus turned back to the matter at hand "I still can't believe that the squad carelessly lost that fight!" said Waller angrily "We worked so hard on planning to capture Rick Jones!" the other heads of Cadmus nodded their heads, Doom, Luthor and Octavius exchanged glances, Zemo had certainly served his purpose. Now they had to make their next move before it was too late, Waller still had no idea that she was being played for a fool.

* * *

 **Later on**

Professor Hamilton sat at his desk in his apartment going over some personal research, unlike Amanda Waller, he was unaware of Doom, Luthor and Octavius' true intentions. His mind was on getting his precious Galatea ready for the next level, Kaine on the other hand was getting prepared for when he would face his so-called brother. While Jason Todd the clone of Nightwing was sent away by Dr. Doom on a few personal errands. The professor had just poured a glass of whiskey when a voice called out depriving his thoughts.

"Hamilton!" he looked up and saw a lone figure wearing a red and blue spandex suit standing in the doorway to the balcony. Hamilton guessed this had to be the amazing Spider-Man that he heard so much about on the news "Oh it's just you."

"I'm sure you'll understand" the webslinger told him "That it was an absolute waste of time for Waller to send her stupid little Suicide Squad to capture the A-Bomb and risk being defeated. In fact, she should have thought of that before assigning those crooks any suicide missions."

"Well that's just typical" answered the professor before he took a drink, and turned back to his work "If they had succeeded in capturing Mr. Jones, then Cadmus would have had the most ultimate superweapon in the universe, should the Justice League ever go rogue."

"So that's what this is all about." Spider-Man said angrily "Humanity doesn't need protection from the members of the Justice League or the Prime Avengers. Hell if Supergirl were to ever find out that you're working with Cadmus, she'll be highly upset because she used to like you so much."

"Is that so?" retorted Hamilton "On the contrary Spider-Man, the real reason I'm working with Project Cadmus is only in case Superman was to go rogue again."

Spider-Man was very livid "So you're working with these people all because the Boy Scout went physical on you when he brought his younger cousin to STAR Labs for medical treatment. Well I'm so sorry for what happened, really I am, but you didn't have to go and betray him all because he had been brainwashed by Darkseid." He paused for a moment then continued "One last thing, if you still have a sense of right and wrong, then you would know that the only people who have gone rogue are the ones at Cadmus, so they're the ones who are going to jail."

So with that, the webslinger went out the way he entered, leaped off the balcony and swung away leaving the isolated professor to his thoughts and his research.

* * *

 **Later that evening at 10:00 PM in New York City**

Peter came out of his shower and dried off after a whole day of studying at New York University, taking pictures for the local newspaper, web-swinging and catching crooks before finally coming home to have supper and get a shower. He was still very livid about Hamilton's ill-mannered opinions about both Superman and Supergirl, and was very tired that he lay down to rest. Just then a slender arm wrapped around him "Did you miss me?" asked a familiar voice that he knew all too well, Peter turned around on the bed and saw that it was Kara all dressed for bed. "Kara? What are you doing here?"

"Oh I thought I'd come over to keep you company, you know after that Suicide Squad fiasco. I figured that we should spend more time together." She snuggled closer against him and he wrapped his arms around her. Deep down inside, he was considering telling her about Hamilton's betrayal and the fact that he was the one responsible for creating Galatea. But he couldn't do so because of his promise to Superman, he knew it be upsetting to Kara if she were to find out how she was cloned and that Galatea survived their first battle.

"Peter what's wrong?" asked Kara feeling concerned for how he expressed his emotions "Oh it's nothing Kara" he told her "I'm just concerned on how we're going to beat Cadmus is all."

"We can beat them, and we will" she told him determinedly, she took his face in her hands and made him look at her "Deep down in my heart, I believe we can beat them and we'll vanquish any obstacle that gets in our way, I promise you." Then she lay her head down on his shoulder and they slept together for the first time.

* * *

 **Well chapter 11 is finally done! Now the next chapter is going to feature my first original character(OC), and will be all about Kara graduating from high school and going to Empire State University. I once thought of having this chapter end with Peter and Kara or M'gann and Rick making love for the first time, but considered that it would be better if it was saved for one of the later chapters. Loki will be brought up again soon enough, you all will find out what Doom, Luthor and Octavius are plotting together and why. As for now I just want ya'll to know that I'm busy working on the first chapter of a brand new story, and it's called TOTALLY SPIDER-MAN!(crossover of Totally Spies! and Ultimate Spider-Man. So whatever you do, don't hesitate to post your reviews at the bottom.**

 **I originally thought of having Barbara become Oracle in this chapter, but changed my mind when I figured that could be saved for when she, Huntress, and Black Canary have formed the Birds of Prey. Just not in this story, since I figure that the Birds of Prey could be saved for the sequel.**

 **Also, I figured to slate that Baron Zemo was voiced by David Kaye in** _ **'Avengers**_ **Assemble'** **. Not to mention the fact that Ron Perlman was one of the actors who voiced Deathstroke, as well as being the voice of Clayface in _'Batman:TAS'_ and the voice of Orion in _'Superman:TAS'_.**

 **Baron Zemo (David Kaye)**

 **Slade Wilson/Deathstroke (Ron Perlman)**

 **Temple Fugate/the Clock King (Alan Richins)**

 **Poison Ivy (Diane Pershing)**

 **Harley Quinn (Arleen Sorkin)**

 **Killer Croc/Waylon Jones (Brooks Gardner)**

 **Katana (Stephanie Sheh)**

 **Ben Turner/Bronze Tiger (Billy Brown)**

 **By the way, here's a trivia of the villains(except Zemo and Katana) who on the Suicide Squad in this story, and the heroes they were at odds with:  
**

 **HERO ROGUE**

 **Batman Deadshot & Killer Croc**

 **Nightwing Deathstroke**

 **Spider-Man Chameleon**

 **Batgirl Poison Ivy & Harley Quinn**

 **Green Arrow Bronze Tiger & Clock King**

 **Anyway, that's the best that I could come up with. So let me know what _you_ think!  
**


	12. Chapter 12:The NewcomersGraduation

**SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 12: The Newcomers/Graduation

 **This new chapter will focus on the introduction of Penelope Moody Aka Chimaera, my first OC. Followed by Jesse Quick's induction into the Prime Avengers, and Kara graduating from high school so she can get enrolled into Empire State University. You'll find who Chimaera really is as you read along, I'm also including similarities to that one Superman TAS episode 'Speed Demons' where Superman races the Flash, but it'll be very different.**

A lone figure wearing a white business shirt and grey jeans was running down the stair cases of the Daily Planet, he had just been caught in the act of rummaging through the file cabinets and stealing some files on Intergang. Somehow, it wasn't even so hard to knock down the coworkers who had caught him and slip past security on the way out. But he didn't just walk past security, he disguised himself as a woman before slipping out. As soon as he was far away from the front entrance, he slipped into an alley and pressed a button on his belt-buckle dissolving his disguise and revealing himself Dmitri Smerdyakov Aka the Chameleon. "Nothing can stop me as long as I pick the right disguise." He gloated as he changed into a different disguise, however as he was about to leave the alley, two masked figures in costumes jumped down in front of him. It was Spider-Man and Nightwing, and they had been tracking him down ever since he made his escape "Give it up Chameleon" said Spider-Man "After coming this far, you might as well turn yourself in."

"Never! You're not getting me!" Chameleon threw a kick at the webslinger's torso which Spider-Man dodged with ease, then Nightwing stepped in and swept his right leg under the Russian spy knocking him off his feet. Quickly, Smerdyakov got to his feet again and was just about to pull a gun on them when Nightwing punched him in the stomach breaking his belt buckle. The damaged device on the criminal's belt sparked and electricity spread all over his body, causing the Chameleon to scream out in pain. He started changing into the many different people that he had impersonated over the years before groaning out loud. "I… I was so close!" he cried out in despair before he finally collapsed on the ground.

The police arrived on the scene and found the criminal lying there on the ground unconscious with a note on his back that read: 'We have apprehended the man who robbed the Daily Planet and he's all yours. Courtesy of your friendly neighborhood Spider-Man and Nightwing!'

"Hey look up there!" one cop called out, his partner and the other two cops who were with them looked up in time to see two figures swing away like Tarzan "Who were those guys?" he asked.

"Probably the ones who caught this thief" answered another voice that belonged to Maggie Sawyer, as soon as she read the note, she was surprised "So those must be the famous Spider-Man and Nightwing who are better known for protecting New York City and Bludhaven." She told the cops "Come on, let's get this guy back to the police station."

* * *

 **The next day**

Peter, Kara, Dick and Barbara were all at Starbucks having coffee and enjoying each other's company. "I can't believe that it's been two months since Cadmus tried to capture A-Bomb just so Doc Ock could have him brainwashed into being the ultimate superweapon." Kara remarked, the others nodded in agreement before taking a sip of their own coffee "Yes, and it's also a relief that we interfered in time to stop them" Barbara added.

"Well now Rick won't have to worry about them for a while yet." Peter told them, Dick decided to change the subject by talking about visiting the museum or seeing the circus. As they were still engrossed in conversation, another occurrence took place somewhere else.

 **Elsewhere on top of a building**

Kyle Rayner, Donna Troy, Miss Martian and the A-Bomb were on patrol as they looked out over the whole city. Kyle and Donna talked about the arts of many different things including; painting, sculpting, carpentry, even self-defense.

"Anyway, have you ever been in a relationship with anyone?" asked Donna wanting to change the subject, the young Green Lantern was quite uncomfortable with her question. M'gann and A-Bomb grinned at his reaction in amusement, just then a loud noise was heard. "What was that?" asked Kyle, he and the others looked out over downtown and saw a long line of combat tanks firing in the streets. "What's a group of army tanks doing out like this in the streets?" asked M'gann worried.

"No matter, we've got to get down there and protect the civilians." Kyle answered gravely, Donna and M'gann nodded their heads while A-Bomb eagerly jumped down into the swarm of tanks.

Unbeknownst to them, the criminals had stolen the tanks from a military base and were using them to blast their way into buildings just so they could rob banks, steal plutonium from military science plants and take supplies from warehouses for their own selfish interests and purposes. "This sure is one heck of a day, right boss?" one of the thieves asked "Yes this day has certainly improved" answered the leader "Now we've got to hurry before some heroes decide to show up here and ruin everything." No sooner had he said that, when a large blue gargantuan figure landed right in the middle of the road creating an enormous crater "What the hell is that thing?!" cried out one of the other thugs in a different tank.

"I have no idea, I've never even seen anything like _that_ before" the leader answered before pulling off his ski mask revealing his face, he had dark hair and a mustache. This was Bruno Mannheim, a former leader of Intergang who once had a crime spree in Metropolis until Superman and Dan Turpin managed to ruin his plans, then he ended up becoming a pawn in Darkseid's schemes to ravage Earth. "Doesn't matter, open fire! Kill it right now!"

The bandits did as they were told, but as they were firing, the bullets just bounced off the creature's skin and only made it angrier. He raised his fists above his head and bellowed "A-BOMB SMASH!" then he slammed both his fists hard into the ground creating a wave of Gamma rays. The ground shook and cracked, causing the bandits to fall down on the concrete that was just smashed "What the hell was that?!" cried one of the other thieves who were still in the tanks.

"Whatever it was, it's probably just as durable as Superman." Mannheim answered "Use the atomic missiles on it now!" no sooner had he said that when one of his men aimed a missile launcher at the Gamma monster and fired. The missile was nearly within an inch of A-Bomb's face when it impacted against a large green energy shield "What's going on here now?" demanded Mannheim angrily.

"I don't know boss" answered the man who launched the missile "But it sure looks like one of those things that the Green Lantern forms with his fancy ring." They looked up to a young man wearing a green and black uniform with a green mask "Well if you thought there was only one Green Lantern, think again. Because there happens to be a whole military institution of them out there protecting the whole galaxy." The thieves were shocked and dismayed, but then some of them who were still in the tanks opened fire again but Green Lantern II just deflected the shots with a gigantic energy shield from his power ring.

All at once, the A-Bomb took the initiative to jump on some of the tanks, turn them over, dump out the men who inside and smash the tanks to bits. Several of the thugs who were outside of the tanks tried to fire at nearby civilians and their children only for Troia to get their attention and deflect the bullets with her magical bracelets "Who gave you permission to harm little children?" she demanded before taking out the gunmen and bounding them with her silver lasso. Meanwhile M'gann phased through the remaining tanks and knocked out the rest of the thugs with a psychic blast "There, that takes care of things" she said, feeling confident.

Mannheim realized to his dismay that the battle was lost "That's it! I'm out of here!" he shouted jumping out of his tank and running towards a motorcycle, hoping to commandeer it and escape. But a massive blue shape got in his way, the former Intergang leader looked up in time to see the big blue creature snatch him off his feet, then the A-Bomb roared loudly in the man's face scaring him to death.

"Okay A-Bomb, that's enough" said Miss Martian coming over and touching his right shoulder "Set the man down, and do it gently." A-Bomb did as he was told and before too long, the whole police force arrived on the scene to arrest the criminals "All in a day's work" said Green Lantern II. Then the four heroes left to return to Prime Avengers HQ.

* * *

 **The next day**

Rick and M'gann went to Jitters to have a date, they were sitting at a small round table outside and picking up where they left off. M'gann wanted to savor every moment she was spending with Rick, which was why she held his hands in her own "I can't believe we're finally by ourselves at last Rick" she told him "No one to bother us or being called off to work, not to mention that we can finish where we left off before getting called up to help with that situation in the Watchtower."

"Yes, I agree" Rick told her "Now about when we were interrupted, I expressed how I felt about not being able to control the monster within me. Then you said that was why your uncle did meditation sessions with me in the first place, and after I told you how my life had a lot nicer because of you, that's when you said that you felt the same way."

M'gann nodded remembering how they had confessed their feelings for each other before being called up to the Watchtower. "Yes I do remember all that, when you were about to kiss me, it was something that I've been hoping to happen ever since we first met. But if you still feel a bit hesitant about it, then that's okay, we can certainly save it for another…"

She didn't finish because Rick grabbed her gently and proceeded to wrap an arm around her waist, and kissed her gently on the mouth. For the Martian girl it was so sudden, at first she was seeing stars then she started to lean into it and returned the kiss. After a few minutes the teens broke apart to catch their breaths "Wow! That was so…"

"Yeah I know" Rick answered "I think 'wow' actually says it all, so I guess this means we'll continue going out?" M'gann nodded feeling very glad that she was going to have Rick as her boyfriend, right at that moment their communicators went off.

"Hello" M'gann pressed her commlink to answer the call, it was Mr. Terrific telling them that they were for a couple of missions. "Okay we'll be right there." M'gann told him, then she and Rick went out into an alley where no one could see them and the two of them were beamed up to the Watchtower.

* * *

 **Later that night**

After an exiting day of going on some missions, M'gann, Rick(in his A-Bomb form) and Firestorm were on night patrol and talking about their different goals after college "When I get a full time civilian career, I want to open up my own restaurant." M'gann told both boys. "Puny Jones' goal is have a normal life without A-Bomb interfering." A-Bomb detested "He wants to have a normal job, a normal career and a decent home just so he can raise normal kids."

"Don't feel so bad" M'gann soothed him while leaning against his right arm, both of them were sitting on the edge of a roof while Firestorm was levitating "It's probably a really good thing."

"My one true goal" Ronnie told them "Is to become a professor and teach classes at Empire State University."

" _You still have a long way to go Ronald"_ Professor Stein reminded him inside his head _"It takes higher studying to become an actual professor."_

They had talked for so long that they didn't even realize how late it was getting, M'gann looked at her watch and sighed in frustration "Shoot! We need to head back to HQ right away, it's gotten very late." A-Bomb and Firestorm couldn't disagree with her, so they all got up and were about to go back to HQ when a loud shout was heard "It went this way!" the trio turned to look down and saw a bunch of twenty mean, scruffy-looking guys chasing what looked like a little kid, they couldn't tell if it was a boy or girl based on the way the hood was pulled down over the face "Come on! We've got to do something!" urged Ronnie, so the three of them set off after the thugs to what they were doing.

Before long, they came over a dark alley where the thugs had already cornered the kid "Back off!" cried the child, only now did the trio watching from the roof realize that it was a girl. The thugs only grinned and came closer, the three friends were about to jump in when all at once, the kid breathed fire like a dragon at the thugs which scorched their clothes. "Did you guys see that?!" asked M'gann in disbelief, the A-Bomb and Firestorm gaped in surprise as they nodded in agreement "Yeah, I've never seen anything like it!" Ronnie exclaimed "A-Bomb agrees, kid also has fire power very much like Firestorm."

"Hey! I've a little more than fire power, that kid only breathes fire like a dragon!" M'gann giggled at the Nuclear Man's offensive reaction.

Meanwhile on the ground the child tried to get away by opening a manhole so she could escape into the sewers, but two of the thugs grabbed her from behind and held her tight "Alright you little freak of nature!" said the leader of the gang angrily. He pulled out his knife and raised it high above his head, the child shut her eyes to preparing for the strike. Then all of a sudden, there came a loud thud in the alley that was followed by a loud feral roar "RAAAAAWWWRRRRGGGGGHHHHHH!"

The thugs turned around and yelled in terror at the sight of a huge blue gargantuan creature that was flanked by a flying green girl and a man with fire on his head. "Okay fellas, this is _not_ the way to treat little kids" said the flame-headed man.

The leader's right-hand man, and four of the other thugs whipped out their guns and opened at the A-Bomb who just stomped the ground very hard with his feet, causing the five gunmen to fall over. The leader and three of his men, including the two who held the child tight, threw knives at Miss Martian who just phased right through them mush to their shock, then her eyes glowed green and the four men fell to the ground clutching their heads in pain which was due to a psychic attack.

Firestorm surrounded the last eleven thugs in a ring of fire, trapping them together "Now we'll let you all go, but only if you promise to never bother little kids ever again or bad things will happen to all of you." M'gann warned them sternly, the thugs promised to leave and so the A-Bomb used a thunderclap to extinguish the fire. The remaining thugs gathered up their companions and went running back the way they came.

The girl looked at her rescuers in surprise "Wow, you guys are just like me, aren't you?"

"Well you could put it that way" Miss Martian told her with a smile "But anyway, why were those guys chasing you in the first place?"

"Well, they chased me because of the way I looked" the girl explained, she took off her hood to reveal her face that looked just like a cat's. The others were also surprised to see that were tiny goat horns on her head, the girl opened her mouth to show very sharp fangs and a forked tongue, she even pulled up her sleeves to show that her arms were really hairy and she had claws that looked very sharp. M'gann, A-Bomb and Firestorm were even more surprised when the girl took off her shoes to show that her feet were actually the hooves of a goat, and then removed her jacket to reveal the long scaly tail of a lizard.

"Cat face? Goat feet? Lizard tail? This makes no sense to A-Bomb" grumbled the A-Bomb in disbelief, but Firestorm was more intrigued "Before we jumped in to save you, we couldn't noticing how you could breathe fire. How is that possible?"

"That's a long story" the girl answered "Anyway, who are you guys?"

"My name is M'gann M'orzz, but you may call me Miss Martian." M'gann told her "This is the A-Bomb and Firestorm the Nuclear Man, what's your name?"

"My name's Penelope Moody, but you call me Chimaera" the girl answered "I'm thirteen years and I haven't lived in a home ever since my parents died." The others were shocked to hear to that, they never imagined that they saved an orphan.

"I'm so sorry to hear that" M'gann told her "But you're welcome to come and stay with us if you want." Chimaera perked up when she heard that "Oh yes, yes, yes! I do, I do!" the other three smiled in appreciation "Okay" said the A-Bomb "But you've got to keep up."

"Oh I will, I will" promised Chimaera, so they all took off towards Prime Avengers HQ. When they got there, the trio introduced her to not only the rest of the team, but also to the founding Leaguers who came to visit "Young Penelope was very lucky to have been found." J'onn told his niece "Now the next thing she needs is a place to sleep, some extra clean clothes, and some decent company."

"Don't you think that Kara's adoptive family could look after her until she's old enough?" asked M'gann, her uncle seemed to consider this, after all Jonathan and Martha Kent were really nice people and Chimaera would love to live on the Kent farm, and would be safe from anyone who could harm her. "We'll discuss this with Batman, hopefully he will agree that she needs a place to live."

Meanwhile as Firestorm was discussing Chimaera's case with Batman and Wonder Woman, the speedsters from Central City were in another part of the building "Did you hear about that new girl?" asked Kid Flash "She calls herself Chimaera, kind of like that fire-breathing female monster from Greek and Roman mythology, don't you think?"

Flash nodded as he was looking out over the city and Liberty Island "Yes I agree, but since she's an orphan, she's going to need a whole lot of.…" he was suddenly interrupted when a red-and-yellow streak came rushing in, it came to a halt right after circling around Flash and Kid Flash. It was none other than Jessica Chambers, Aka Jesse Quick "Hey guys" she greeted "Did I miss anything?"

"In a manner of speaking, yes." Wally answered "A new girl was recently found and rescued, the rest of the founding Leaguers are already making arrangements for her to get a new home. So are you here to talk about joining the Prime Avengers full time?"

"Oh please, you know I've been dying to join the team full time." Jesse told him.

"Well, I've thought of a way." Wally answered "First, you _could_ have a race with Supergirl just to see who's the fastest girl alive."

"You mean it?" asked Jesse excitedly, she had been looking forward to finally joining the Prime Avengers, but it was also an opportunity to race against Supergirl just to see who was the fastest. "So when do we start?"

"First I'm going to talk to Superman about it." Wally told her "Then you'll get your chance."

* * *

 **3 weeks later**

It was a glorious morning in Smallville, Kansas which was also 3 weeks since the League arranged for Penelope Moody to live on the Kent Farm, Kara finally graduated from high school and was ready to move to New York. Ma and Pa Kent were very concerned about her moving there, but Clark assured them that she would be fine as long as she was with Peter. "You take care of yourself Kara." Martha had told her firmly "Even though it's alright that you're going to live with Peter, your cousin doesn't think that it's appropriate for a young lady to live with a young man the minute she moves away from home."

Kara couldn't help but agree with her, but she knew that the real reason she was doing this was just so she could live close to where she worked. Penelope went up and hugged her and Peter "We'll come to visit you in New York anytime, so be sure to call us." Peter and Kara promised that they would, so as soon as they said their goodbyes, they drove off to New York.

Before too long, Kara Zor-El aka Kara Kent was moved into her new home with Peter Parker, this was a new change for her, and a brand-new start. As soon as they got her things unpacked, they set off for Empire State University where they got their class schedules for the day from the principle's office.

While this was still happening, someone was walking in the front entrance of the university. This was a new transfer student and her name was Siobhan Smythe, she had just transferred here "Well, well what have we here?" she remarked snidely when she saw two people who appeared to be three years younger than she was "Looks like some competition, if they've got grades that are just as good as mine, than I'll just make them miserable."

* * *

 **The next day in Metropolis**

Every member of the Justice League and every U.S. citizen had gathered to watch the competition of super speed between the Maiden of Might and the female teen speedster. Lois Lane and Jimmy Olsen were there too, to take notes and pictures.

"I can't believe that Supergirl is competing with a female speedster." Jimmy remarked to Lois "Kinda like the time when Superman was competing with the Flash, just to see who was the fastest man alive." Lois nodded in agreement before all at once, the crowd started cheering at the sight of a familiar person flying over up above; Supergirl. She landed on the grass where the race was to start and waited patiently.

"Oh this is going to be something very similar, but different Jimmy" Lois reminded him "This time Supergirl is going to race that gal from Keystone City, and there's a pretty good reason that gal is called Jesse Quick."

"So where is she?" asked Jimmy, just then as he asked that question, a red-and-yellow streak came rushing in and went around in a circle. It stopped next to Kara, causing a gust of wind to blow the Kryptonian's cape over her head. Kara pulled her cape off her head and saw that it was really Jesse Quick. "Sorry I'm late," said the speedster "Just woke up three minutes ago!" she raised her arms in the air at the sound of the crowd cheering, much to Supergirl's chagrin.

In the auditorium seats, fans and admirers were divided on which heroine was the best; including some teenage girls from fan clubs "I think Supergirl is 100 to 2, even though my grandpa said that her older cousin was 100 to 1" said one girl "Well _I_ believe that Jesse Quick run by a mile, unlike the Flash" said another.

At this moment, Lois Lane was prompted to asked a question "Jesse Quick, what chance do you possibly stand against the Maiden of Might?"

"Maiden of Might, girl of steel, feet of lead? What problems could there possibly be?" laughed Jesse, much to Kara's annoyance. "May I quote you?" asked Lois, at that same instant, Jesse Quick rushed over to where the lady reporter and young photojournalist were standing "Oh I can do better than that" she replied before touching Jimmy's chin "How about an exclusive after the race?"

"So unlike the Flash, you must be a fast worker right?" asked Lois.

"Well just watch me." Jesse answered "I'll be running circles around this super slowpoke." So with that, she took off and ran in a direct circle around Supergirl, and causing a great gust of wind. The Kryptonian was very annoyed and put out her arm stopping the speedster "Save that for the race, why don't you?"

"Don't worry about me girl" Jesse told her "I've got more than enough steam to burn your sorry…" she was cut by someone clearing their throat. They both turned to see the mayor of Metropolis, and a strange man they had never even seen before "Thank you both for participating in this charitable event" the mayor told them "Now the rules of the race are very simple, the first one to circle the globe 100 times will be declared the fastest girl or woman alive."

The strange man stepped forward and wrapped strange devices around the girls' arms "These armbands will allow us to track your movements by satellite" the mayor explained "That's just swell" said Jesse "You won't need these things to track a plane by satellite."

"Just shut up and run" said Kara impatiently, both contestants stepped onto the starting line while the mayor raised a gun in the air to sound off. "Ladies, on your marks, get set GO!" the mayor fired off the gun, and the two girls sped off through the city into the horizon.

"There they both go!" said Wally to both Clark and Peter, but he noticed that Peter was acting strangely "What's wrong Pete?"

"Oh nothing" Peter answered "I thought I saw the guy who put armbands on the girls' arms, disappear into the crowd or something." The others stared at him skeptical "What do you mean Peter?" asked Clark.

"Well didn't you hear what the mayor said?" Peter asked, the older man nodded his head while looking the way where the mysterious man had disappeared. "He told the girls that the armbands would track their movements by satellite." Clark and Wally gaped at him in shock, remembering how the same thing once happened to them during their own race. Mark Mardon alias, the Weather Wizard had placed trackers in their own armbands just so not only could the authorities and news channels track their movements by satellite, but also so he himself could use the source of their powers to enhance his weather technology just so he could hold half the world at ransom in order to get the money he needed.

"If that is true, then the stranger who equipped the new armbands must've been Mardon himself. We've got to warn the girls!" said Clark in horror.

"Don't worry about them Clark" said Peter "We don't want to interrupt the race, besides we can take of Mardon, we've just got to find where he is."

* * *

 **Upstate New York**

While this was happening, something else began to transpire. A green jeep was driving up the hill towards a wide two-story house, inside the jeep was the same man who was at the race track's starting point in Metropolis and he was just now listening to the radio. _"What's happened so in the race between the Maiden of Might and the light-footed speedster, they have just run their fifteenth lap around the globe."_

"That's right you female fools, just run your pretty little feet off." sneered the man as he pulled off a wig and artificial facial beard, revealing himself to be the Weather Wizard. He drove and pulled up into the driveway of his new property, from all the times he teamed up with the Rogues, they had robbed a few banks to get all the money they would need.

Mardon parked his car and went indoors to his private laboratory where he could still track Supergirl and Jesse Quick by satellite. "Now to begin step 2 of my master plan" he said to himself as he took off his business suit revealing his blue weather suit, then he stepped up to his monitor that displayed a hologram of the globe "It's time to make my first move."

* * *

 **Meanwhile**

Spider-Man, Superman and the Flash left the race discreetly so they could look in and investigate Mardon's whereabouts, they went directly to the Pentagon in DC where they met with General Sam Lane "So this Weather Wizard character is acting up again you say?" asked the General "Wasn't the last time you dealt with him at Christmas last year?"

"Well _I_ dealt with him, and the rest of the Rogues last Christmas," Flash told him "The last time all of us dealt with him, meaning the original seven members, it was when that Resistance Group tried to kill Superman." The general nodded in understanding knowing what that was like for his oldest daughter, she had been moved to tears when the whole world was lead to believe that Superman died. "So you three believe that he might be trying to pull off a trick of holding half the world at ransom, while Supergirl _and_ Jesse Quick are trying to race?!" he asked in utter disbelief.

"Yes General, in a manner of speaking" Superman told him "I believe it's very urgent that find him in time before it's too late."

Just as he was still speaking, the alarm sounded "What in the world is that?" asked General Lane, all four of them rushed to the Command Center where a recording began to play "Greetings General, my name is Mark Mardon but you'll know me better as the Weather Wizard."

"I know who you are" the General answered "Now these boys here tell me that you might be planning on pulling off a ransom very similar to the one that you did when Superman and Flash were racing."

"That's a very good deduction General" said Mardon "As a matter of fact, I'll be holding the whole world at ransom, so there's nothing any of you can do to stop me when I unleash several hurricanes, typhoons, blizzards and thunderstorms on the coast of every country around the world." The screen went blank after that last sentence, the three heroes exchanged glances before turning back to the general.

"General, we've really got to find Mardon before it's too late" Superman told him seriously, the general lowered his head as though he were deep in thought before looking back up again. "But where you could find him? We don't know where he is right now."

"We've got some friends who figure out where he is" Spider-Man told him "Telepaths could track him using their psychic mind reading powers, Superman can find him easily with his vision-based powers _after_ a couple of technopaths hack into the satellite systems and discover where Mardon's signal came from."

"Then you'd better get started" the general told him.

* * *

 **Several minutes later**

Superman, Spider-Man and the Flash returned to Prime Avengers HQ where they had Mainframe trace the signal from where it came when Mardon contacted the Pentagon "Ah, there it is!" Mainframe exclaimed "The signal came from that exact location in upstate New York." The screen showed satellite footage of a two-story house on a hill, the three heroes looked at each other and back at the footage "Then that must be where he is right about now!" said Flash, the other two nodded before turning to leave.

"We'd better get a move on if we want to catch him in time" Superman told them, Spider-Man and the Flash nodded in agreement as they set off to find Mardon.

Meanwhile, the Weather Wizard was busy working on cooking up a hurricane on the coast of Puerto Rica "This should get their attention" he snarked, as he was secretly hoping to distract the heroes from their work.

* * *

 **Back to the race**

Kara and Jesse were still racing when a fierce wind began to blow very hard, they looked up and saw very big storm clouds gathering overhead "Wow, looks like a hurricane!" Jesse exclaimed. Kara on the other hand spotted a cruise ship with her telescopic vision and to her horror, it was headed straight into the hurricane.

"Oh my god!" she cried out "There's over 600 families on that cruise ship, and that storm is headed right for them!" she vroomed over to where the ship was sailing hoping to save its passengers, Jesse just glared after her "Hey, wait for me!" she sped over the water following the Kryptonian. Just then on the ship, the captain took notice of the weather "Why the weather forecast said it was going to be sunny today!" he exclaimed, quickly he sounded the alarm and shouted through his intercom "All passengers! Get your children and your belongings, and go inside the ship to your suites. There's a hurricane brewing overhead!"

The passengers quickly gathered up their stuff and led their children back inside the ship, but not all of them were fast enough, a young couple was still gathering up their things when all of a sudden a huge wave swept the deck. Both of them were washed over to the starboard side and were coughing and sputtering "Are you alright honey?" the man asked his wife "I don't know" she answered "But I'll be fine." No sooner had she said that when all at once, a great gust of wind blew them both over the rail. They fell screaming into the sea and nearly hit the water when suddenly the man was picked up by a flying blur, while his wife was grabbed by a speeding streak. The captain was slightly amazed that two of his passengers were being rescued, he and his staff raced out on deck to check on them and saw who was carrying the man and his wife "Supergirl?"

"And Jesse Quick!" said the female speedster who had just set down the man's wife and at that moment, both girls' communicators went off "Yes" they both asked at the same time _"Hey girls"_ called Wally's voice _"We're just calling to let you know that Weather Wizard is tracking you by satellite."_

Kara and Jesse looked at each other in horror, that was the very same man who not only tried to siphon Superman and Flash's powers to enhance his weather-manipulating machinery, but was also a founding member of the Rogues and once a member of that Resistance Group. "Are you sure?"

" _Positive"_ came the reply _"Now we've already had Mainframe figure out where he really is, so he's just figuring how block Mardon's tracking and whatever you do, just keep racing. We'll get him in no time."_ The two girls exchanged glances, they both knew he was right and they couldn't be sidetracked now "Okay" Kara told him "You boys go get him, while us girls continue our race. Supergirl out." So with that, she ended the and turned back to Jesse "Okay, the boys have Mardon covered while we go finish the race" Jesse nodded and the both of them resumed racing.

* * *

 **Elsewhere**

Mardon was hard at work in his laboratory and processing how damage and destruction was being done, just then the two spots and lines on his holographic globe that were made by the race's contestants suddenly disappeared. In alarm, Mark jumped up to take a closer look "What's the matter here?" he demanded "I thought I had the armbands working right, or have those two caught on to my plan as well?" his answer came in the form of a robotic face that he had never ever seen before appeared on the globe's screen "Actually there's been a change of plans Mr. Mardon" the Weather Wizard was baffled, how did this robot, A.I., supercomputer or whatever it was got into his system? "Who…. What are you?!" he demanded.

"You may call me Mainframe" the A.I. answered "I've hacked into your network system in case you were wondering, and I've blocked you from tracking Supergirl and Jesse Quick by satellite. I'm a supercomputer and a founding member of the Prime Avengers, in case you haven't heard of me." Mardon was very furious, he was so close to extorting all the money he needed. But he had been thwarted by some crafty android "I don't know how you found me" he told him "But I'm not about to go back to jail." The words were barely out of his mouth when all of a sudden, the door burst open. Mardon jumped around in time to see the Flash, Superman and Spider-Man come into the room.

"So you three have managed to catch onto my plan as well, have you?" he said "Well no matter, I'll finish you all off right now!" he raised his weather wand and fired a lightning bolt directly into Superman's chest, knocking the Kryptonian to the floor. Flash run around in a circle to confuse the villain, but the Weather Wizard just created a gust of wind that knocked down the speedster. Right at that moment, Spider-Man swung into Mardon and kicked him in the chest with both his feet, causing him to drop his wand. Then he tied up the villain in his spider webs and helped Flash and Superman to their feet "Now it's time to bring this guy in to the authorities, so he will justice for his crimes."

* * *

 **Later on**

As soon as Mardon was taken to the police, the trio returned to the race track and sure enough the results of the race were shown on an electronic billboard; both contestants had managed to circle the globe 100 times, but Jesse was 3 to 5 steps ahead of Kara. So Jesse Quick earned the title of 'fastest girl alive', much to Kara's disappointment. Clark and Peter walked over to her and saw how sad she was "Don't be so disappointed Kara" said Clark "The race was only to see who was the fastest."

"I know Clark" said Kara "I was just thinking about winning is all."

"It's not about winning or losing" Peter explained "It was the only way for Jesse to join the team so she could be one of us." Kara looked up at him and smiled, maybe there was a good reason to race after all.

 **3 weeks later**

After that Weather Wizard fiasco, everything seemed to go back to normal for the first time in a long time. Kara and Peter walked down the hall in Empire State University towards their separate classes, "This is a very beautiful morning Peter" said Kara. "I know it is" Peter told her "Which is why we've got to make certain progress with our classes." Kara smiled and kissed him on the cheek before going straight to her class as Peter went to his, but unbeknownst to either of them Siobhan Smythe was watching.

"No matter how hard I try, those two are always getting the answers right in each class and I don't have the chance to answer whatever questions the teachers would ask." She paused then continued "Well I think it's time to liven things up a bit, they'll be in so trouble when the principal puts them in detention for cheating!"

Right at that moment, one of the other students was watching and listening in on what Siobhan had just said. The student was horrified and thought to herself _"She's trying to someone in trouble for something they didn't do! I've got to do something about it, but first I'll watch and see what she's trying to do, and then I'll go tell the principal."_ She put her phone away in her pocket, since she had just used it to record what Siobhan was planning to do.

The rest of the morning went peaceful and calm as Peter and Kara attended their classes, later on when they were going to the cafeteria for lunch, a group of jocks from the football team walked up to them "Hey Parker, we heard that you and your little girlfriend are quite the science geeks, but we've also been told that the both of you cheated through every class!"

The outburst got the attention of every student in the cafeteria, they looked up to see what had just happened. Kara and Peter were very uncomfortable with all the commotion, especially with Kara being called Peter's 'little girlfriend' "Okay Jake, what do you mean that Kara and I 'cheated" Peter demanded, the jock whose name was Jake Miller had a lean muscular structure and blond hair. He straightened up and answered "Siobhan Smythe told us about how both of you managed to get such great answers in every class, she suspects that you have been in one of the teachers' offices and that gives us a good reason to…"

"Actually, there's no reason for you to do anything at all Mr. Miller!" said a stern voice, they all turned to see the principal with a young lady beside him. "Oh hi, ah… Mr. Hammond…" stammered Jake "We were just-.."

"Harassing these two?" asked the principal who was addressed as Mr. Hammond "No, this is a false accusation because Miss Smythe has been trying to spread false _rumors_ about Miss Kent and Mr. Parker cheating through all their grades in class." He turned to the girl at his side "However, she was found out and reported to my office, so this young lady has the evidence to prove otherwise." The girl took out her phone and replayed the recording of what Siobhan had said earlier, all of the students in the cafeteria were completely shocked and amazed at this incredible folly. Even Peter and Kara were stunned that Siobhan would do such a thing mostly because she couldn't keep up with them in her grades, the football jocks were very ashamed and embarrassed of themselves now that they knew Siobhan had lied to them.

"Now because of this intended, adverted deed, she needs to be punished for she has tried to do. Siobhan, come to my office now!" with that, Siobhan followed Mr. Hammond to his office.

After a moment of stunned silence, everyone turned back to their lunch and resumed chatting with each other. Jake Miller and his football pals went back the way they came, and Peter and Kara walked over to the girl who had just managed to save them from a whole mess of trouble. "I don't how we could thank you, but you did manage to get out of a lot of trouble" Kara told her.

"Don't mention it" the girl replied "I just did what I had to, besides Siobhan had no business trying to get you into trouble for you didn't do." She held out her hand for a shake "I'm Danielle Waters, it's really nice to meet you."

"It's to meet to you too Danielle" said Peter "I'm Peter Parker, and this is Kara Kent. We're the new students here and it looks like this is the beginning of a wonderful friendship." They went to sit down at a nearby table where they continued to talk about their future plans, but were unaware that Siobhan was watching them.

* * *

 **Later on**

After a fiasco of being found out in her little schemes and reported to the principal, Siobhan was very furious at getting exposed by Danielle Waters and expelled from the University. She had just found out the girl's name when she saw her talking to Peter Parker and Kara Kent, "I can't believe that little creep found me out" she said to herself "All I wanted to do was eliminate the competition, so I would keep up with my grades. But now because of Danielle Waters, I can't even graduate right now!"

She was still grumbling and complaining to herself even when she climbed the fire escape of a nearby building to the roof, she looked out over the city where she could see just about everything. From there, she could also see a few criminals trying to get away, but Spider-Man and Supergirl caught up with them and turn them over to the police "How do they always do that?" she wondered, then her mind went back to the original subject "I'm so angry that I want to scream right now!" All of a sudden, Siobhan didn't look where she was going and tripped over the edge of the roof.

She lost her balance and fell screaming into an alley where no one was present, she was so horrified that all at once she started scream very loud. But suddenly a loud wave of sonic sounds burst from her mouth and struck the ground before she ever could. Her fall was eventually declined long enough until she suddenly disappeared in a puff of smoke, similar to the way that Nightcrawler of the X-Men would do.

Then Siobhan Smythe reappeared in another part of the alley, stunned and shocked at what had just happened. "How did I do that?!" she exclaimed in fear and excitement, up to this day she had no idea of what she could do, first she took a deep breath and pulled off what she just done. The sonic wave erupted like it did before and the bricks on all the walls cracked, then Siobhan closed her, concentrated and disappeared then reappeared on the rooftop. "This is so cool" she said to herself, she nearly lost her balance again when this time she grabbed a hold of the fire escape ladder which she crushed in her hand like a piece of paper.

"So I'm as strong as Supergirl too" she thought, then she tried to concentrate on that disappearing act again when this time, she floated. Siobhan was very shocked to learn what she could now do; first she could scream very loud like Black Canary, then she pull off a disappearing act without trying so hard, crush metal like paper and last of all levitate.

"I don't where this all came from, but now I know how to get even with Danielle Waters" Siobhan told herself proudly. Just then she noticed something different about her hands, they were white as chalk! Quickly, she whipped out a mirror that she used for makeup and looked in it. She could see in her reflection that her face was very pale and her hair had turned white "So I've undergone some kind of transformation?" she asked herself.

"Quite the contrary my dear" said an unfamiliar voice "It seems you've reached your full potential." She turned around to see a man she had never seen before, he was wearing silver armor along with a green cloak that made her feel kind of scared at the sight of him. "Don't be alarmed" he told her "My name is Victor Von Doom, I've come to help you achieve your true goals, and to help you fully understand your newfound abilities." Siobhan thought to herself, could this man really help her with her newfound powers? If so, then this would be her chance to get even with Danielle Waters and no one or nothing could stand in her way.

"Okay" she told him "I'm in."

* * *

 **Finally Chapter 12 is finished! It took a lot of work to get through the introduction of Chimaera, Supergirl's race with Jesse Quick and the origin of Silver Banshee, but it was all worth it. Now just so you all know, Penelope Moody Aka Chimaera, Jake Miller and Danielle Waters are my OCs. While Spider-Man, Mainframe, the A-Bomb and the Avengers belong to Marvel, and Nightwing, Batgirl/Oracle, Supergirl and the Justice League belong to DC. Also, I figured that having Hector Hammond as the principal of Empire State University would be a great twist, so he wouldn't have to be one of the bad guys. Even though he _is_ one of Green Lantern's (Hal Jordon) villains.  
**

 **I would like you all to know that right now I'm working on the second chapter of TOTALLY SPIDER-MAN!, it's going to be great and you're going to love it. But it's like I said before, I can't always be at this every day and there's going to be a time when I need a break. Until next time, Godspeed!**


	13. Chapter 13:God of War Part 1

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 13: God of War

 **Now I'm going to make the next few chapters begin off like the episodes of a TV series, starting with this one. It's going to be a spectacular experience to remember, so Chapter 13 is going to be mostly about Donna Troy and her relationship with family and friends, I just hope you'll like it and thank me. Once again I must remind all readers that I don't own any of the characters or content, Spider-Man and the Avengers are the property of Marvel Comics and Disney while Supergirl, Batgirl, Nightwing and the Justice League are the Property of DC Comics and Warner Bros. this chapter will be like the first part of a two-parter episode, and it's going to be very similar to 'Paradise Lost' Parts 1 &2 and 'Fury' Parts 1&2\. Just remember what I said before about a couple of villains who were presumed dead in the past, and returning in this story. You will all find out soon enough who they really are when I get to those parts.**

It had been a month since that fiasco with Weather Wizard, and the race between Supergirl and Jesse Quick. Now Peter and Kara were with Clark and Lois in Hawaii on vacation, Ronnie and his parents were with the Stein family in Pittsburgh and Rick had gone with J'onn and M'gann to the mystical city of K'unn L'unn so he could meditate on inner peace. Donna on the other hand, was with her older sister on a political business trip in Kaznia and Kyle had gone with John Stewart to participate in a mission to the Andromeda galaxy.

Meanwhile in Athens, Greece while all the heroes were off doing something else, it was half past eleven at the Grecian Museum of Natural History, all the doors were locked and the security guards were watching the security feed for the cameras.

Just then there came a loud noise from the back of the museum, the security guards were instantly alerted to the commotion and tuned into one of the cameras' live feed; showing two figures ransacking the museum's storage area. Two of the security guards rushed down to the storage area to stop the robbery, but by the time they got down there, the thieves were already gone. The guards were very suspicious, who could do such a thing? What did they want? Their answer came in the form of a ball of fire that knocked them both out.

"Well done Master, now we can take what we need and leave." cackled a female voice.

"Indeed Eris" a male voice replied "Since all we came here for was the armor and the weapons, we shouldn't have anything to worry about." Both figures turned and went out the way in which they came.

The next morning, news of the theft spread quickly and reporters everywhere gathered notes on who could've done this. At the same time, civilians hoped and prayed that everything would be alright.

* * *

 **Honolulu, HI**

Meanwhile, things were starting to look up when a nice fresh breeze started to blow overhead. Clark, Lois, Kara and Peter were walking down the street when they heard the news on the television in the side of a store _"The weather is clearly showing signs of a monstrously, enormous hurricane along with a tsunami heading towards the eastern coast of Hawaii. So all you people living on the Hawaiian islands, hurry indoors and keep your children safe!"_

The four of them exchanged glances before looking up at the sky which was now starting to look darker by the minute "Well, no wonder the news was starting to show frantic signs of a warning." Lois remarked, the other three simply nodded.

"Well then, in that case. We'd better get a move on if we want to keep the people safe." Kara told them, Clark and Peter couldn't help agreeing with her. so the three of them set off to make a quick change into their costumes, then they set to work getting civilians to safety. A violent gust of wind began to blow fiercely overhead, rain started to pour down really hard, thunder rumbled and lightning flashed, while the ground suddenly shook which was followed by the sound of waves crashing on the shore close by.

"Tsunami's hitting faster than we thought it could!" cried Spider-Man, his Kryptonian friends agreed with him. They both managed to fly several dozen people to safety at super speed, and the wallcrawler succeeded in getting the whole area secured by catching objects that sent flying by the wind, in giant spider webs.

"I think that's just about everyone." Peter called out.

"Not yet!" a familiar voice called out, the arachnid hero turned to see a boat being pulled towards shore with a familiar silver lasso, that was being held on by a young raven-haired woman in an all-black uniform.

"Donna!" Peter called out "What are _you_ doing here?"

"I just got back from the business trip in Kaznia with my sister." She replied "But then I heard what was going on here and decided to help in any way I can."

"Okay, that's fine with me." Spider-Man told her "Anyway, I gotta go and help Superman. Maybe you could help Supergirl with crowd control, somebody's got to keep a close watch on the little guy, or gal for that matter."

Donna was a bit flattered at that last statement, then she flew off to find and help Kara. She found the Argoian trying to stabilize a bridge that was being damaged by the tsunami, "Need a hand there?" she called out.

"Sure I just was trying to hold up the bridge and secure the beams with my heat vision at the same time." Kara explained "Now if only someone else could come and fill in by holding up the bridge while I secure the pillars."

"Perhaps I could do that for you." Another familiar voice called out, she looked up and saw a black and gold robot flying towards her "Mainframe? What are you doing here?" she asked in amazement.

"I heard on the news about what was happening, so I flew down here as fast as I could." He told her, so Kara politely moved over for him to hold the bridge. Then she went to work on molding the bridge's pillars to where they were broken off until they were completely solidified. Then Kara and her cousin went to freeze up the rising water with their Arctic breath, as soon as that was all done, Donna went to make sure that civilians were alright. She hadn't gone far when she heard a little voice cry out;

"Mommy! Help me!"

The young Amazon princess turned her head to look down the street and saw a little girl in the water, clinging on to a fallen tree for dear life. Donna's eyes widened in horror and she quickly flew to the girl's rescue, and pulled her out of the water before the tree was lurched further downstream.

"Hold on! I've got you little one." Donna told the girl soothingly, they flew down to an apartment building on the corner of the street where the little girl's mother was waiting. "Bethany!" cried the woman, running forward and grabbing her daughter to hold her close, the little girl who was called Bethany wrapped her arms around her mother's neck. Donna smiled at the scene knowingly, but didn't comprehend that a thick lamp post was falling towards her, Spider-Man swung down towards the scene just in time and swept her out of the way just in time before the lamp post hit the sidewalk.

"You know, you've really got to pay more attention whenever you're on the job right?" Donna was very surprised, she never meant to get carried away. But when seeing Bethany reunited with her mother, it reminded her of the times that she and her sister Diana spent with their own mother. "Oh I had just reunited a little girl with her mother, and I couldn't help feeling touched by the sight of them."

Spider-Man nodded in understanding "I know how that feels, now let's join the others." They went back to the others who had just finished securing the area and the storm had finally past since the heroes were up all night long keeping the public safe. Just then Superman's commlink beeped, signaling a call from work. So the Man of Steel answered the call and after a few minutes of conversing, he turned to his younger cousin and compatriots "That was J'onn, he that we have to get up to the Watchtower and fast. We're going to be late for an emergency meeting."

"Did he say what the emergency was about?" asked Kara.

"Yes, it involves something about a mysterious theft that happened in Athens." Superman answered "And two thieves managed to break into the museum and stole several Grecian artifacts, including some old Greek battle armor." The four friends looked at each other and then back at the older Kryptonian.

"Well in that case, we'd better get moving if we want to solve this mystery." Spider-Man told him; the others, including Kara, nodded in agreement.

* * *

 **A few minutes later**

The founding members of the Justice League and reserve members(meaning the Prime Avengers) were gathered in the meeting room in the Watchtower. The Leaguers were on one side of the table and the Prime Avengers were on the other side, Batman was very seldom since he had just heard of the theft in Athens.

"As you all know" he began "There was a theft in Athens, Greece when several Greek artifacts were stolen from the Grecian Museum of Natural History, along with some old Greek battle armor. The ones responsible, escaped using some kind of mystic abilities that no one had ever seen before."

He paused for a moment before continuing "But so far, that's the first of three things we have to discuss. The second is about the fact that Mainframe is going to be on monitor duty full time." Spider-Man and the others exchanged glances and looked back at Batman "When is this suppose to happen?"

"Right now, and I believe that coincides with the third thing we need to discuss." Batman told him "You're getting a new teammate."

"A new teammate?" asked Nightwing "But who could take Mainframe's place?"

"Well he's still new around here and he could use a few good friends." Superman told them before nodding towards the door of the meeting room, they basically turned and saw a young African-American at the age of twenty. He was well built like Nightwing and Spider-Man, he appeared to be wearing a metal silver grey suit of armor with a red light 'C' symbol on the chest and black markings on his biceps, waist, abdomen and part of his legs.

He also looked like he was wearing a metal cowl that covered half his head except that his mouth, his right eye and part of his hair was exposed. Where his left eye should have been, there was a glowing red light and in the middle of his forehead, a glowing blue light.

"Hi, my name's Victor Stone, but you can call me Cyborg." He grinned proudly and folded his arms across his chest. Nightwing, Spider-Man, Troia, and Supergirl looked at each other then back at the newcomer. "So… you're Mainframe's replacement, huh?" asked Spider-Man, the others were very amazed and surprised to see him.

"Pretty much yeah." Victor told him "Bats pretty much believes that I'm the one for the job on your team, Mainframe is looking forward to being on monitor duty full time, my main specialty is physics and technology. But I also happen to be what's called a technopath." The others were completely surprised, they never expected to see something like this to happen. "A technopath, as in you can control tech with your mind?" asked Nightwing.

"Well I can pretty link my mind with the internet and my whole body is like one armored shell." Victor explained, the others including Spider-Man and Supergirl were struck with realization. "So that's why you're wearing a suit of armor?" asked Donna skeptically, Victor nodded and Superman stepped forward hopefully to change the subject. "Anyway, why don't you guys show Victor around at the Prime Avengers HQ?" they all nodded in agreement, so they headed out to return to the HQ in New York.

* * *

 **Smallville, Kansas**

Meanwhile in Kansas, Penelope Moody was really enjoying her new home on the Kent farm. She had a great time feeding the animals including the goats, she loved milking the cows and gathering eggs. She especially loved playing with the calves and baby goats, and whenever she gathered eggs, Martha Kent would praise her for doing the job much faster since she couldn't find all the places where the chickens had laid eggs before the young girl arrived.

She was also a great help in assisting Jonathan Kent with repairing the tractor and gathering corn in the cornfield, and she could even assist Martha with preparing meals. So Penelope was very happy, but later on when they had supper, Martha noticed that something was wrong with the young girl "Penelope what's wrong dear?" she asked kindly.

"I don't know" Penelope answered "It's just… I've haven't lived in a decent home in a long ever since I lost my real parents. That's why I lived on the streets for a long time, being bullied by anyone who saw me, until I was saved by A-Bomb, Miss Martian and Firestorm." Martha nodded in understanding, it was pretty much like the time when she and Jonathan found Kal-El as a baby, named him Clark and raised him as their own. "Yes, I know what that's like dear." She told the young girl "Now, let's finish supper. We have a long day tomorrow."

The next morning, Penelope was up doing her chores as usual and when she was done, she went up to the barn roof to sit down. While she was still there, a car pulled up in the driveway and the young metahuman came down to see who it was. Sure enough, the people who drove up in the car and came out of it were; Rick Jones, M'gann Morzz, and Ronnie Raymond. Now Penelope had never felt so much joy at seeing the first people who were so kind to her.

She rushed down to the house and up to her friends "Rick! M'gann! Ronnie! I'm so glad to see all of you again!" she then hugged all of them tightly.

"Hi there Penelope, it's so good to see you again." M'gann told her "We were just coming down here to Kansas to check up on you." All four of them went directly into the house where Martha and Jonathan greeted them warmly.

"Hello there, it's so nice to all of you again." Martha greeted as she went forward to hug each of them, then they went into the living room to sit down and talk.

Rick, M'gann and Ronnie stayed over the whole day, even for supper. But then the next morning they each got a call from work "Sorry to leave so soon, but duty calls." Ronnie said, Mr. and Mrs. Kent nodded in understanding but Penelope was feeling disappointed.

"Do you have to leave so soon?" she asked them, M'gann walked over and placed a reassuring hand on the girl's shoulder. "Don't worry Penelope, we'll be back to visit again real soon. Sooner than you think" the young metahuman was feeling a little better now, than Rick stepped forward to hug his young friend. "I'll be back to visit you soon, who knows? Perhaps I'll bring you a little surprise." She squealed and bounced forward to hug him again.

Then the three friends bid Mr. and Mrs. Kent goodbye, then they went out to Rick's car and drove away to New York City.

* * *

 **2 hours later**

Six of the Prime Avengers were flying to Greece in Miss Martian's Bioship, with Miss Martian at the controls. Spider-Man sat at the very front while Supergirl and Troia sat on his right, and Cyborg and Firestorm sat on his left. They had been assigned to investigate the theft at the Grecian Museum, so they took to the mission without hesitation and Cyborg was very excited to be going on his first mission.

"This is so cool going to Greece for the first time." He told Spider-Man who simply nodded in understanding "Yes, I know the feeling man."

"But not only that, it's also a wonderful opportunity to jump towards and even experience the adventure and investigate a crime. It's all so amazing to work alongside you guys for the first time."

Peter grinned, this was definitely going to be a good time working with Victor Stone for the first time. Now they were finally arriving in Athens, M'gann landed the ship and the six of them piled out. They went into the Grecian Museum's crime scene and met with the museum curator "I'm so glad the Justice League could send some people with expertise to investigate" he told them.

"I only hope that we got here in time." said Spider-Man as he and his companions followed the curator to the museum's security surveillance room where they were shown video footage of last night's robbery.

The six friends watched as the security feed displayed the two thieves stealing the artifacts and one of them knocking out the guards with a ball of fire. "How did they do that?" asked Cyborg cryptically, he could tell that something was really off about this and he didn't like it one little bit.

"I'm not so sure about how he did it" the curator answered "But there's something else that you've got to see." He then fast-forwarded the tape to where the crooks were taking off their masks, revealing a very tall man with sandy-colored hair and fiery red eyes, along with a smaller thin woman with wrinkled skin, pitch black eyes that looked like they weren't there at all, and curly black hair. The audio then showed what the thieves were saying: _"Well done Master, now we can take what we need and leave."_

" _Indeed Eris. Since all we came here for was the armor and the weapons, we shouldn't have anything else to worry about."_

Five of the friends looked at each other in bewilderment, but Troia was the most shocked. "The man in the video called his accomplice 'Eris'." She told her friends who now realized that she seemed to recognize that name from Greek and Roman mythology.

"Yes, the name Eris is suppose to mean "strife"" the curator explained "Of course, in the legends, Eris was the goddess of strife and she was a servant of Ares, god of war. She always had with her, an apple of discord. Whenever she threw it among mortals, they would fight over it and that would be the cause of strife and discord."

"Well I believe we might have a hunch on who's responsible." Donna told him "It might just be one of the adversaries that my sister has dealt with before in the past. So thank you for your time."

Once they had left the museum, Spider-Man, Nightwing and Cyborg turned to Troia "So who do you think is responsible for robbing the museum?" asked Spider-Man.

"That's why I wanted to wait until we left the museum." Troia told him "The face of the tall man was very rough and mean, when he called the woman by name. I was immediately suspicious and so I have an uneasy feeling that if the woman really was Eris, then it could be possible that Ares himself must have returned."

The others looked at her in shock, then at each other with skeptical looks. Dick then stepped forward "If what you're saying is true, then the first thing I suggest would be to inform your sister and the League of your suspicions."

"Actually, I have a better idea" said Donna "How about you four boys go and inform the League, Nightwing can go and research my theory with Batman. While you others go and discuss this matter with my sister."

"Now why would the three of us discuss this with your older sister?" Cyborg asked.

"Because she's the only other one, besides me, who knows something about Ares." Donna insisted "In fact, the last time she dealt with Ares was during that crisis in the region of Kaznia where the Annihilator was seen supporting the rebels from the southern parts of Kaznia. Which was before Task Force X infiltrated the Watchtower." The four young men blinked in amazement before exchanging looks, then looked back at Donna "Okay, if you say so sister" said Spider-Man in complete sarcasm, Cyborg just rolled his eyes at the Wallcrawler's remark.

"Well we'd better hope to get some answers sooner or later, right Prof?" asked Ronnie. _"On the contrary Ronald"_ replied Professor Stein's voice inside his head _"We've got to be thorough in our investigation, so we can be ready for whatever lies ahead."_

"Then I guess we'd better fly on back home so we can share this information with the League." Kara told them.

"Actually, I was thinking of having the boys be teleported back to the Watchtower" said Donna "You, M'gann and myself will be needing the Bioship."

The four male members looked at each other again before Spider-Man contacted the Watchtower. As soon as they were teleported out of sight, Donna turned to the other girls "Tell me, have you ever been to Themyscira?"

* * *

 **Later on**

The three girls were now on their way to the mystical island of Themyscira, the home of the Amazons, in Miss Martian's Bioship. Along the way they had discussed how they were going to explain all this to Queen Hippolyta when they got to the island, they were also concerned about the Amazons were going to react since Shayera once told them about her first trip to the island when the rogue Amazon called Aresia was trying to kill all the men in the world.

"Now once we get to Themyscira, both of you had better let me handle it." Donna told her female friends.

"Of course, we'll let you handle it alright since you're the Queen's younger daughter" said Kara sarcastically.

"I think it's very exciting to meet a real queen for the first time." M'gann told them with a smile. Her uncle had once told her about the time when Diana had to bring him and three of the League's other founding members to the island when Felix Faust was planning to release Hades from the pit of Tartarus so the god of the dead could rule over all the Earth. It had been a very intense battle to get him back into Tartarus where he belonged, but afterwards it was very saddening for Diana to be exiled even though her mother did appreciate the work that she did.

However, before too long they finally arrived at the island. The three young women exited the ship on the ramp and looked around them, taking in their surroundings.

"It feels marvelous to be back home for once in a while." Donna told her friends, Kara and M'gann nodded in agreement knowing the feeling.

They proceeded to venture about the island; walking down the beach and flying through the jungle. However, they hadn't gone far when a volley of arrows came flying in their direction, Donna put up her bracelets and deflected the arrows. Kara was just to jump into action when M'gann stopped her "Wait! Let's see if Donna can talk some sense into them." She was right to hold back, however when the Amazons continued to fire arrows at the young Amazon princess, the leader of the group looked and realized who Donna was and called out "STOP!"

The other Amazonian warriors looked at her in astonishment, why was their leader defending the intruder? But Donna stepped forward and addressed them "Antiope, we have come to see my mother the queen." The Amazons looked at each other in surprise, none of them had ever expected this moment at all. The one addressed as Antiope was completely surprised to see the younger daughter of the queen at home in Themyscira again, she then rushed forward and embraced the young princess "Princess Donna! I never imagined that you would come home this soon. So what brings you here? And who are these others that you have brought?"

"They're friends of mine" Donna replied "We are here to see my mother and inform her of something that is very important." Antiope glanced at her, then at the young princess' friends and motioned for them to follow her to the royal palace.

On the other side of the island, Queen Hippolyta was viewing the training of new warriors who were also raised and adopted, unlike Aresia whom she had grown very of as another daughter. That was until the day the poor young woman ran away from Themyscira to kill all the men in the world with a virus.

The queen was pulled out of her thoughts when her sentry came in. "Your Majesty, your younger daughter has come home and she brought friends with her." the queen immediately turned around to see Donna come in, followed by two young women whom she had never seen before. Hippolyta quickly rushed forward to hug her youngest "Donna! What are you doing here? And who are these girls that you brought with you?"

"They're my friends Mother." Donna explained "We came to inform you that Ares might have returned." The queen looked shocked when she heard that, even the guards and Antiope were shocked to hear it. "But how could he be back? I thought he stayed away?"

"That's what we all thought." Donna explained, she then told her mother about the theft at the museum and she suspected that Ares and Eris were responsible.

"Well if the god of war and his servants have indeed returned" said Hippolyta "Then I believe the time has come to show you something." She ordered her handmaidens to saddle her horse and she rode off towards the Temple of Athena, followed by Donna, Kara and M'gann who just flew.

When they arrived, the queen went inside the temple and pulled out a certain scroll to show to her daughter.

"This scroll contains the words of a prophecy that foretells Ares' downfall." She explained "It was said that one day Ares would be defeated by another god, stripped of his powers and cast into the depths of Tartarus. Now that you have told me, it seems that all Ares is trying to do is keep the prophecy from coming true."

The three friends were horrified to hear that, Donna never imagined that Ares would do such a thing. "So _he_ would unleash his wrath upon the whole world just to get what he wants and kill anyone who gets in his way?"

"Yes I'm afraid so" said Hippolyta "Moreover, we should also be aware that if he is not stopped, then the whole world will be demolished."

* * *

 **Batcave; beneath Wayne Mayor**

The Dark Knight and his two older partners were researching Troia's theory about Ares on the Bat-computer, and discussing whether or not if Ares was actually back. "It all depends on what he's planning to do." Batman told Nightwing as he continued to study the evidence of Ares' museum theft "This exclusive video footage definitely something to look over, but I don't honestly know if it would be enough to prove that Ares really has returned. Diana is the only one who's dealt with him before in the past so…"

He suddenly dropped whatever else he was about to say, when he noticed a signal on the monitor. He looked closer and that it was an energy reading "This is like what the computer was able to pick up off the satellite readings that it got from Athens." Batman remarked.

"But this reading indicates that it's actually in Bermuda" said Dick, looking closer at the monitor "From what Donna explained, the Greek gods are suppose to be able to do anything. 1) They can assume any forms, 2) They can teleport themselves anywhere, and 3) they can also control and manipulate the elements; Zeus had the sky, Poseidon had the sea, Apollo had light, Demeter had vegetation, Hephaestus had fire, and so on etc."

"But what does that have to do with anything?" inquired Barbara.

"I think it has everything to do with the energy reading." Dick told her "If Ares can teleport himself anywhere, then he just might be in Bermuda right now."

"Then I guess I'd better contact Kara and tell her about what's going on." Barbara answered.

* * *

 **Meanwhile in Bermuda**

True to Nightwing's figuration, the god of war and his mischievous servant had indeed arrived on the island of Bermuda. By now, the pair had everything that they except for the fact that they still lacked followers, Ares still hoped that they would get to that part in time before they finally set out to enact his plans.

"So my lord, what we are going to do now?" asked Eris.

"I don't know yet." Ares replied "I'm still certain that we might still gain some followers, even though that will take some time. But it will be worth it."

Eris was about to ask another question when she saw something "Master, what is that?" she asked, pointing to the beach. Ares turned to look where his servant was pointing and saw an unconscious body laying on the shore. "Well, well, well what do we have here?" he remarked before walking over and kneeling beside the body and turning it over. He saw that it was a young woman with blonde hair down to her shoulders and dressed in what looked like tattered white Amazonian armor, now Ares may have been the god of war but unlike the other gods on Olympus, he could still use the power of healing. He put both hands her face, both his hands glowed with a golden orange light. The light spread all over the woman, and whatever wounds she had instantly disappeared. Then she opened her eyes that happened to be sky blue, and looked around her. When she saw the huge man kneeling beside her, she lashed out at him but he grabbed her wrists "Who are you, and where am I?" she demanded.

"I am Ares, god of war" he replied, the woman stiffened at the mention of his name and was very shocked indeed. "I am Aresia" she told him and I was originally born in the world of man, but I grew up on the island of Themyscira."

"So tell me, how did you get here?" he inquired.

"I was trying to conquer the world of man, but one of my fellow sisters Diana interfered and I crashed into the sea." The war god's eyes widened at the mention of his Amazon adversary, but then he had an idea as he helped Aresia to her feet "Perhaps we could use this to our advantage, you and I." he said with a cruel smile.

* * *

 **At last, Chapter 13 is complete! It took me much longer to get it done than Chapter 2 in TOTALLY SPIDER-MAN! but now you've all got a new chapter that you can enjoy. So Aresia, the rogue Amazon who tried wipe out all the men in the whole world, is still alive. But what will this mean for our heroes and the whole Amazon population when they find out? Tune in next time when the Prime Avengers go to confront the god of war, with the help of a certain thunder god. Sound off your thoughts below!**

 **Now here's the voice cast in exact order:**

 **Voice Cast**

 **Kevin Conroy as Batman**

 **Tim Daly as Superman**

 **Dana Delany as Lois Lane**

 **Lauren Lester as Nightwing**

 **Tara Strong as Batgirl**

 **Josh Keaton as Spider-Man**

 **Nichole Tom as Supergirl**

 **Grey DeLisle as Donna Troy**

 **Jeffrey Combs as Mainframe**

 **Danica McKellar as M'gann M'orzz**

 **Paul Jeffrey Byrne as Firestorm**

 **Shemar Moore as Cyborg**

 **Michael York as Ares**


	14. Chapter 14:God of War Part 2

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 14: God of War Part 2

 **So now, the dots are finally connecting and the next chapter begins! Of course Ares, Eris and Aresia might put together a team of villains just for the soul purpose of conquering the whole world, and battling the whole Justice League. Now that's just for starters, Aresia is still the same bitter criminal that she was in** _ **'Justice League: TAS'**_ **so prepare for some criminal action in this chapter.**

"Wait, how can I know that I can _trust_ you?" Aresia demanded pointing a finger at Ares who simply smirked "I have suffered defeat at the hands of your Amazon sister in the past as well. For example, the last time I had Hephaestus build something for me, it was a living suit of armor called the Annihilator. Its strength was drawn only from aggression whenever its enemies were attacking, I made good use of it by giving it to the Northern tribes of the country Kaznia so they could spearhead a unique counterattack against the Southern forces. But thanks to the inference of Princess Diana and two of her male friends, the Annihilator was drained of its power when the Southern forces were told to stand down. I vowed that one day I would return and finish what I have started, so I plan to get back the Annihilator one way or another. Now what do you think?"

Aresia pondered his words for a moment before grinning deviously, this would be her chance to get back at Diana for ruining her past plans and if she worked with the god of war. He just might make it possible "Alright, I'll help you in any way necessary, but on one condition."

"Name it" he said to her.

"I wish to be made queen of Themyscira" she told him "Since that wretched Hippolyta spurned and disapproved of my methods, she doesn't deserve to wear a crown." The god of war smiled in approval, this still might work to his advantage. Once the Amazons had a new ruler on Themyscira, they would learn to hate the things that most mortal men did.

"Very well" he replied "I shall grant your request as soon as we have obtained the Annihilator, but first we have a lot of work to do."

* * *

 **Meanwhile in the Watchtower**

Spider-Man, Cyborg and Firestorm were in the cafeteria sitting and talking to Diana about the Kaznia crisis where she had gave aid to the Southern forces of the country against the Northern ones with help from Hawk and Dove.

"So let me get this straight, Dove figured out that the best way to stop the Annihilator was to stop fighting long enough for it for power down?" asked Victor.

Diana nodded, this was really starting to fascinate the young technopath who, like Peter, had a love for science. Firestorm, however had a much different opinion.

"If I were there, I could've given them a little bit more than just a simple stand-off with the giant Grecian robot." Ronnie told them "I would've just melted him down and reconstructed his atomic structure, so what do y'all think?"

"I think you'd better just keep your own opinions to yourself before I bust you wide open." Peter told him seriously, causing Diana and Victor to burst out laughing at the Nuclear Man's wounded expression.

Just then their commlinks went off, and Diana was the first to answer.

"Yes?" she asked, before Batman's voice answered "Diana, we've just received some confirmation. Ares and Eris are already in Bermuda after leaving Athens."

Diana looked at the three young men, before she discussed the Kaznia crisis with them, they had disclosed the fact about Ares robbing the Grecian Museum of Natural History. The matter had been very disturbing to her indeed, she thought that Ares had been gone for good. Now it looked like that she needed to stop him once again.

"Something tells me that we should call on help from a certain thunder god." Peter remarked drawing everyone's attention, he explained to them that he still had some access to his old homeworld. So not only could go visit there, but also get help anytime he wanted, or needed. "Very well, it seems that we should call on this thunder god from Asgard that you've told us about before. I for one, would really like to meet him in person." Then Diana turned back to her communicator.

"Alright Bruce, give the four of us the accurate coordinates and we'll be there in no time at all." She told the Dark Knight through the communicator, as Batman told her which part of Bermuda it was, they all went to the teleportation deck where J'onn and Mainframe were still on monitor duty.

"J'onn! We need to get to Bermuda as quickly as possible. This is a very important emergency." Spider-Man told the Martian who looked down at the group before typing in the right coordinates "Good luck, and safe travels." J'onn called, the quartet simply waved at him before they disappeared in a flash of light.

* * *

 **Elsewhere**

Troia, Supergirl and Miss Martian were flying towards Bermuda as fast as they could go in Miss Martian's Bioship, due to being tipped off of Ares's accurate location by Batgirl. Queen Hippolyta and Antiope were with them, so as to hunt down Ares and stop him, wherever he might be. "How long is this wild goose chase going to take?" demanded Antiope, she was feeling very impatient with the whole idea of flying to Bermuda and it was really getting on her nerves.

"Patience Antiope." The queen reminded her "We will reach our destination in time, so until then try to be a little more rational."

The three younger women smirked, it felt good to hear the queen rebuke one of the other Amazons. But before they knew it, M'gann finally landed the ship on the island of Bermuda where they disembarked upon the beach.

"Okay M'gann, how far out is your telepathy range?" asked Kara, the Martian girl put both hands on her head and focused all her energy until her eyes glowed green. When she finally finished scanning, she turned back to the others "I've located the god of war" she told them "And I've sensed a few others with him, including a blond woman wearing white Amazonian armor." Hippolyta's eyes widened at that last thing M'gann mentioned, it was entirely impossible since Aresia was long thought to be dead since last year. Even Donna and Antiope were shocked and confused to hear all that.

Just then a beam of light appeared and a familiar person materialized on the ground next to them, Queen Hippolyta was even more surprised to see her older daughter here in person. Unlike Donna, who was overjoyed at seeing her sister "Diana! What are you doing here? where are the boys?"

"They were taking a brief detour, they will be here before you know it." Diana replied "So do you have a pin on Ares' location?"

"Yes, we just did." Donna told her "M'gann telepathically discovered him and found that he had several others with him, including Aresia." Diana's eyes widened at the mention of the rogue Amazon who had gone to so much trouble trying to kill all the men in the world.

Meanwhile the God of War was making his second move by having Aresia and Eris recruit several villains to their cause; the first one was James Sanders alias Speed Demon, the second was Eve Eden alias Nightshade, the third was John Doe alias Copperhead, followed by Carol Ferris alias Star Sapphire (she had indeed survived that fall in the ocean), Barbara Ann Minerva alias the Cheetah, and Kalibak of Apokolips.

"Thank you all for coming, now that we all have some plans to discuss." Ares greeted "But first, we must relocate somewhere else before the entire Justice League finds out we are here."

"But where can we go?" asked Star Sapphire "We've only just arrived, it doesn't make any sense to just leave."

"You will all see." Ares replied, he spread out his hands and a portal opened before them and they were all amazed to see it. Even Kalibak was as astonished as any of them, but still he figured that Ares could be of some use to help destroy Superman one day. The group passed through the portal and came out into an alley that lead out into the streets of Metropolis.

"I remember this city, it was where I first started with trying to wipe out all the men in the world." Aresia told them, Ares nodded before changing his appearance to blind in with the crowd out in the streets. Fortunately for them, it was now sunset and that made it easier for the villains to find the place that they were looking for; it was an abandoned warehouse.

"Well, isn't this convenient." Nightshade remarked dryly, the others took a moment to take in their surroundings. Kalibak was the least skeptical of them all, he simply stared at the interior until Ares called their attention. "Alright, let's get down to business. I wish to discuss a very important topic with all of you."

"So what is it suppose to be?" asked Cheetah.

"It concerns something very valuable that the Justice League stole from me, which was later on stolen from them." Ares told her, "It is one of Hephaestus' creations that was designed for battle, it's called the Annihilator and it is a living suit of armor with the purpose of destroying anything in its path. Especially on the battlefield in the time of war, but its only weakness was whenever someone did respond in anger nor violence then the armor would lose its power."

"Then it must be very valuable." Speed Demon said "But how do you know its weakness?"

"During the crisis in Kaznia." Ares explained "Wonder Woman and two of her male friends supported the Southern troops of the nation, I gave the Annihilator free of charge to General Narboc of the Northern forces. For a few moments, the North had the advantage until a young hero called Dove interfered by commanding the Southern troops to stand down long enough for the armor to lose its fuel."

"So then it looks like we have our work cut out for us." Copperhead sneered. The other villains grinned wickedly, along with Aresia who was looking forward to settling a score with her 'sister' Diana.

* * *

 **Meanwhile**

Spider-Man, Cyborg, and Firestorm were still busy contacting the person that Peter needed to get in touch with. They were synchronizing the interdimensional device that Peter had with him just in case he ever needed assistance, or wanted to go on a vacation.

"How long is this going to take Pete?" asked Ronnie.

"Chill out Ronnie!" snapped Victor "We're almost done, so you don't have to worry about it. All we're trying to do is contact one of the people that Peter knew from before he got here in this dimension."

Ronnie looked very deflated when he heard that, but before too long the device was up and running. The wide whirlpool of a portal opened up, and out stepped a tall man with long blonde hair and wearing a vast attire of Norse armor, and he also carried a heavy looking hammer that was almost shaped like a cast iron dumbbell.

"Greetings Man of Spiders, how are you this fine day?" greeted the tall Norseman, who was none other than Thor, crown prince of Asgard and God of Thunder.

"Greetings Thor, it's so good to see you again." Spider-Man responded shaking hands with the Asgardian, who then turned to Cyborg and Firestorm. "So who are these fine friends of yours?"

"Oh right, you haven't met them yet." Spider-Man turned to introduce his teammates "This is Victor Stone, a high tech specialist, but you can also call him Cyborg. And this is Firestorm the Nuclear Man, he's the merged super-form of two people; High School jock Ronnie Raymond and Physics professor Dr. Martin Stein."

Thor briefly shook with the two young men who were also present, of course the Nuclear Man took the time to briefly show that he was actually two people sharing the mind and body. "Now what is the dire favor that you request my assistance?" asked Thor.

"Well it's like this." Peter began, he told the thunder-god about the museum theft and Ares' threat to the whole world. Thor's eyes widened in surprise "So this god of war intends to wipe half of humanity off the face of the earth, eh? Well then, I shall lend thee a hand in this situation in any way that I can." The three friends grinned in relief that the God of Thunder was going to lend them a hand to stop the god of war.

"Well anyway, we were just contacting you before heading off to Bermuda." Cyborg told him "Have you ever been there before?"

"Nay, I have not." Thor replied "But it would also be an honor to go there for the first time in my lifetime." The three teammates then proceeded to lead him to the Telepod deck "This is what we use for part of transportation whenever we go on important missions." Spider-Man told the Asgardian "It's kinda similar to using the Bifrost in Asgard." Thor grinned, this was about to get more interesting.

But just as the Wall Crawler was about to dial in coordinates, he got a call on his communicator _"Spider-Man! we just learned that Ares and his new crew are in Metropolis."_ came Diana's voice from the other end of the line, Peter was really shocked when he heard that. Victor and Ronnie were also shocked, Thor saw the worried expression on his young friend's face and wondered what could be wrong.

"Whatever is the matter young friend?" asked the prince of thunder, the wallcrawler told him what Diana had just said, and the thunder god's eyes widened in surprise "So Ares has moved somewhere else, eh?"

"Yes, I'm afraid he has." Peter told him "But this time he's assembled his own crew and went to the city of Metropolis."

"Then what are we waiting for? Let us go right now and stop him." Thor told the spider hero, and the four of them disappeared in a beam of light.

* * *

 **Metropolis**

Kara and M'gann, along with the four Amazons, went to the abandoned warehouse where Ares and his crew were possibly hiding. They had found it due to M'gann's telepathy, and Diana was to try and reason with her former Amazon sister. Queen Hippolyta, on the other hand, was only hoping to stop Aresia before she went too far this time around.

"You must have faith Diana, that she will be stopped this time for sure." Hippolyta assured her older daughter.

"That's not what I'm concerned about Mother." Diana told her "I am more concerned with the fact as to why she is working with Ares, and what he could have promised her in return for helping him."

"Then I am quite certain that we will find out why once we get there." Donna told her sister, Diana smiled at her younger sister's certainty and before they knew it, the warehouse came into view. M'gann parked the ship outside and the six women went over to the front door which was surprisingly opened a crack, they exchanged glances wondering what this could mean.

"Criminals don't normally leave the door to their hiding place opened a crack or standing wide open, would they?" asked Antiope.

"No, that would implausible." The queen replied "The first time I came to the outside world, I had set foot inside one of those military airbases where they stored up the largest aircraft mankind had ever built. I had gone there to oppose Aresia and try to help her realize that she violated Amazonian law and customs. But what I failed to realize that she had set a trap, so it's quite possible that Ares and his new cohorts may have set their own trap."

"Then let me go inside first, and see what they're doing." M'gann suggested, she turned intangible and phased right through the ground much to the queen, and Antiope's surprise. "I must say that your young green friend is full of surprises." Antiope told Donna "Does she not have any relation to one of those four men that Diana brought to Themyscira?"

"Yes" Donna replied "M'gann M'orzz is the adopted niece of J'onn J'onzz, the Martian Manhunter. They both originally come from the place called Mars, where J'onn's people were all massacred and wiped out from existence." Antiope was also surprised by that last statement of Martian genocide, she was about to ask further questions when Hippolyta cut her off "You may ask further questions about that later Antiope, but now is not the time. We must concentrate on finding Aresia, and stopping Ares for good. For he is also bent on committing genocide."

As the queen was still speaking, Kara was scanning the building with her x-ray vision while inside, Miss Martian was busily scouring the entire area for any signs of the criminals. So far she could tell that they were hiding in plain sight, according to her telepathy and no criminal would ever stand a chance. However, M'gann kept on until she found two of the criminals, Speed Demon and Copperhead crouching on top of the rafters, but luckily they didn't see her due to the fact that she was invisible, and was also hovering above them silently.

"I wonder how long we have to wait?" asked the snake-themed villain in a whisper, who was now getting bored with waiting. "Be patient you ridiculous reptile!" snapped the speedster criminal "You know that Ares wanted all of us to lie in wait for anyone who might try to stop us, so we've got to go through with this."

'Well it looks like it's now or never!' M'gann thought to herself determinedly, so she floated down and in the blink of an eye, she phased her hands through both of them, causing them to pass out from a psychic attack.

'So the god of war did set a trap.' She thought to herself, then she phased back outside and reported to the others. "It appears that Ares did set a trap and is hoping that we'll set foot inside." She told them, the queen frowned at this "So I was right to suspect something was wrong the first time."

"Oh really, if that were true. Then you also would anticipated _this_?" asked an eerie voice, startling the women who turned around to see none other then; Ares the god of war himself. He was flanked by the criminals that he recruited, including the rogue Amazon Aresia. Now Hippolyta was completely to see Aresia alive here, and in person. "It's so good to see you again your majesty" greeted the former Amazon, the other women, including Diana glared at her in disgust. She had no right to address the queen of the Amazons after her attempts to murder all the men in the whole world. M'gann was even more shocked to see that Speed Demon and Copperhead were there as well, and they were both awake so the Martian girl had a feeling that Ares must have awakened them with his magic.

But Ares simply just smirked "I doubt if either of you can ever hope to stop us." He told them "However, I believe you won't be able to stand a chance against all nine of us at the very same time."

Now the six women were starting to feel overwhelmed, for a few minutes they thought they going to risk battling nine villains all at the same time. But just then, there was a loud crack of thunder overhead. They all looked up, even Ares' crew, in time to four individuals perched on a rooftop directly above them; the first was a very tall, muscular man wearing a winged helmet and Norseman-styled attire. He was followed by three familiar figures that Kara, Donna, and M'gann immediately recognized.

"They're back." Kara whispered to her closest friends, Donna and M'gann silently agreed with her as they watched the boys, or rather Spider-Man, Cyborg and Firestorm came down from the rooftop (Peter jumped and swung down, while Ronnie and Victor both flew down), followed by the newcomer that Ares or neither of his followers had ever seen before.

"I'm sorry if we took so long, but we taking the time to inform Thor of the situation." Peter told them "But I hope we didn't miss anything in particular."

"Actually, I believe you're just in time." Diana responded, Queen Hippolyta was greatly relieved to see that help had finally arrived. But with Ares and Aresia, that was a different story.

"What is this? A surprise attack?" Ares demanded, scowling fiercely at the strange newcomers who were very unfamiliar to him. "Well no matter, my new followers will deal with all of you at once. Attack!"

The villains wasted no time in lunging forward at their leader's command.

"Spider-Man!" yelled out Speed Demon rushing forwards enraged, he too had also been defeated and humiliated before by the wallcrawler in the past. But just as he came closer, Spider-Man simply sidestepped and tripped the speedster villain up his feet by webbing his legs together.

Diana and Donna both went straight for Aresia, since she was still like one of their own. Even though Aresia wasn't gifted with the flying abilities that the two sisters had, but she was still pretty strong and agile enough to fight against them both. The Cheetah however, moved forward to her Amazonian comrade some backup and tackled Donna who managed to wrestle the cat lady to the ground.

Copperhead lunged straight at the Amazon queen who could only defend herself with a bronze knife, but he swatted it aside with his skinny tail and she gasped when he pounced upon her, but all at once the snake man was yanked backwards by the tail. He glared at his assailant who was actually Spider-Man, the Web Slinger was really pissed off that this lunatic would attack a woman, and Peter did not like the mistreatment of women "I'll take it from here, Your Highness." He said to the queen. Now Hippolyta was very grateful and relieved at that moment to be saved, and then Antiope rushed over to help her queen "Your Majesty! Let me help you get out of here!"

"It's alright Antiope" the queen hastened to assure her comrade "I'll be fine."

Then Spider-Man and Copperhead managed to duke it out by punching, wrestling, and deflecting blows. Kara and M'gann both tackled Star Sapphire before she could conjure up force fields with the gem she had on her forehead "Oh come on Darlings" said the British lady "Don't you know that it's _not_ nice to go rough housing?"

"Why do you care?" Kara demanded "We have to _stop_ you guys because you're _all_ criminals. So you're coming with us now!"

"Yes" M'gann added "We're taking you in so the police can take you all to prison."

"Ares!" called Kalibak, he did not participate in the fight because he didn't want to risk losing to these young heroes. "We must get to New Mexico now while we still have a chance of reclaiming the Annihilator!"

"Yes, I agree with you." Ares replied, the war god turned to Speed Demon and cut open his bindings "Speed Demon! Save the rest of our comrades, I must conjure up a portal for our escape!"

"On it!" the speedster criminal ran with all his super speed, granted that he was much faster than Quicksilver had ever been, and sprang most of his teammates out of the fray. He separated Star Sapphire from Supergirl and Miss Martian, knocked Spider-Man off of Copperhead, and got Cheetah out of Troia's grasp; but he didn't even stop for Aresia since she was already down and captured. While Speed Demon was rescuing his teammates, Ares had been conjuring a portal with his magic so as soon as his crew had been saved, they all went in and disappeared.

"Nuts! They got away!" growled Kara in frustration. "No, they didn't exactly get away." Victor pointed out, they all turned to look at him "I heard that big burly guy tell Ares that they needed to get to New Mexico immediately, it sounded like they were going there for something very important."

"New Mexico?" asked Spider-Man "Hey, that's where Nightwing, Aqualad and I infiltrated Project Cadmus!" he exclaimed.

"But why would they go there?" asked Thor.

"There's this living battle armor called the Annihilator, which can only be powered up whenever mortals are fighting." Spider-Man explained to the thunder god "Now the only reason Ares came back was just so he could reclaim it."

"Then we must make haste immediately!" Thor urged him "Unless we can all fly there to stop him in time…"

"I've got a better idea." Cyborg told him "I've got the ability to harness any kind of technology with my mind, I can get us there in no time at all." The young technopath pulled a device from his belt "This device will get us there in no time." He then pressed a button on the device that activated a portal, very similar to the ones that led to New Genesis and Apokolips. Once the portal was wide enough, the group stepped on through.

* * *

 **New Mexico**

Ares and his compatriots reappeared in the middle of the desert, not far from the perimeter of Project CADMUS Facility.

"At long last, will I ever regain the Annihilator and achieve the revenge that I seek." Ares gloated, his companions nodded in agreement. But right at that exact moment, another portal was opened and out the same heroes who had opposed them earlier.

"What is this?" demanded Ares, the other villains took their positions against their opponents.

"This ends now Ares!" yelled Diana, as she and her allies lined up against their adversaries. Even though Aresia had just been captured, that didn't stop the other villains from attacking their opponents. Then both opposing teams engaged in the fiercest battle of all time, known to man.

"You're right" Ares replied "It does end today, but after I have regained my living armor." He turned to Project CADMUS HQ, and was prepared to teleport himself inside when all of a sudden a bolt of lightning struck the ground, stopping him in his tracks. He looked up in time to see one of the newcomers descend from the sky and land right in front of him.

"Ares!" bellowed an angry Thor, wielding a flashing Mjolnir that crackled with lightning, along with a sharp battle axe. "Today, you will pay for what you have done. Starting with what you in the country of Kaznia!"

Ares sneered "Well who dares oppose the god of war?" he demanded, which only annoyed Thor even more.

"I am Thor, Son of Odin and Prince of Asgard." He replied "Surrender now and go back to whence you came, or prepare to be destroyed!"

The god of war only snarled in contempt "If you are a prince of Asgard." He answered "Then let me make it clear that _I_ am Ares, Son of Zeus and the God of War. You on the other hand, are in no position to _issue_ orders." With that, the two gods sprang towards each other and engaged in an assortment of striking sword against hammer, blocking punches, kicks and so on.

By then Spider-Man had once again managed to get the drop on Copperhead, who didn't really stand a chance of round 2 with the wallcrawler. "Oh man! why do these things always happen to me?" groaned the snake man before laying his head on the ground in disbelief.

At that same instant, Star Sapphire was really getting the best of Supergirl and Troia as both girls had a hard time taking advantage of the cosmic-powered woman. "Oh come now Darlings" taunted Sapphire "You can't honestly believe that you can take me down that easily."

"Maybe, or maybe not." Kara answered "But I'm pretty sure that you won't be able to fight all three of us at the same."

"Three?" said Star Sapphire, in that instant Miss Martian grabbed her from behind and provided a telepathic blast to her system, and the British woman collapsed to the ground unconscious.

Nightshade tried to surround Firestorm in darkness, he used his atomic energy to tunnel through the rocks in the ground and explode the spot where she was standing, rendering her unconscious.

Diana had finally defeated Cheetah, who was dismayed at being captured once again. Cyborg was dealing Kalibak who could tell that he stayed here any longer, then he may get captured and imprisoned. So he quickly deserted the fight, and activated his Mother Box to open a Boom Tube and escaped back to Apokolips.

Diana and Antiope both ganged up on Eris and pounded her into the ground before bounding her with the Lasso of Truth. Then they all turned and witnessed the duel between Thor and Ares, the Asgardian swung his mighty hammer and struck Ares's shield so hard that the shield broke and shattered into a thousand pieces. The war god roared with fury, he raised his bronze sword and a volley of fire erupted from it. But Thor just deflected the fire by spinning his hammer in front of him, once the fire was extinguished, Ares lunged at Thor with his sword and a spear.

"That is a splendid way to fight" said Antiope "I have never seen anything like it."

"Yes, I agree." Diana told her "In fact, that warrior battling Ares, is called Thor the god of thunder." She was telling her fellow sister based on what Peter had told her about the Asgardian prince.

Back with the fight between gods, Thor was really at it with Ares who couldn't really stand for being upstaged by a warrior that he had never seen before. So he knocked Thor's battle axe away and tried to impale the Asgardian with his spear, only for the long shaft to be broken in two.

"I have been a fighting man, and a warrior since my youth!" Ares shouted "What chance do you have of ever beating me?!"

"Technically, I've been a fighting man _and_ a warrior for 15 centuries!" Thor fired back "So you should know, that I _never_ back down from a fight."

"Then tell me." Ares countered "What kind of god were you suppose to be? And what are you the god of?"

This was what Thor had been waiting for, he threw Mjolnir so hard that when Ares caught it, he was thrown backwards instead of standing upright. He landed on the ground and got back up to try lifting up the hammer, but to his shock and misfortune, it wouldn't budge an inch.

"Unfortunately for you, Mjolnir can only be lifted by whomever it deems worthy." Thor explained "Now as to who _I_ am." He raised his arms to the sky, and a huge bunch of dark clouds gathered followed by thunder rumbling "I am the _god_ …of THUNDER!" At the last word, a bright flash and a bolt of lightning poured down from the sky, striking Ares head on. The other heroes and the Amazons watched in complete awe and amazement, even Hippolyta was shocked.

"So Thor is the god who will destroy Ares." She said to both her daughters, who just shrugged their shoulders. Ares, however, was very shocked that this warrior was actually a thunder-god, never in all his time did he ever imagine that this could ever happen to him. Now the god of war slowly rose to his feet while clutching his wounds, but before he could make his move, the god of thunder leaped forward and impaled Ares with his battle axe.

Ares howled in immense pain with Thor's battle axe in his chest while from the sides, the other heroes continued to watch with participation. "Oh man, it looks Ares really had that coming for a long time." Firestorm commented.

"Yes, I agree." Troia told him "Thor is fulfilling the prophecy of Ares' downfall, and the god of war will be no more." While she was still speaking, Thor continued to press his axe further into Ares's heart. "I warned you before to go back to whence you came, or prepare to be destroyed." The thunder-god reminded the war god "But nevertheless, _you_ chose the latter!" With that being said, Thor pushed his axe through Ares's heart, causing the god of war cry out in pain once more before he breathed his last and disintegrated into a pile of dust.

Ares, the God of War…was finally dead.

* * *

 **Afterwards**

Queen Hippolyta and Antiope returned home to Themyscira, taking Aresia with them, but not before the queen expressed her thanks to Thor and his valiant young companions, including her own two daughters. Then Thor had to return to Earth-616, after promising to come whenever Spider-Man and the others needed assistance.

"What's going to happen to us now Peter?" asked Kara worriedly.

"I don't know Kara." He answered "Whatever the future may hold for us, I'm sure that we'll be there when it happens."

She smiled at his words and intertwined her hand with his, she felt more comforted than she ever was before with him around. Then she repositioned her arms by wrapping them around his waist and he just held her in his arms.

* * *

 **Meanwhile**

In a secluded laboratory at Project Cadmus, Dr. Octopus and Professor Hamilton were hard at work on a new cloning program that was called 'Project Lionfish'. Its purpose was meant for cloning Aqualad, ever since the Atlantean had infiltrated Cadmus along with Spider-Man and Nightwing.

"Forgive my curiosity" said Hamilton "But why call this 'Project Lionfish'?"

"Because my dear colleague." Octavius replied "We couldn't name it 'Project Tempest', due to the fact that someone else goes by that alias. As much as Spider-Man, Nightwing, and Supergirl already have their own clones, so I believe the same thing needs to be done with their friends as well."

"You mean… extracting DNA from not only Batgirl, but also Troia, the second Green Lantern, Firestorm, Jesse Quick, Miss Martian, and the A-Bomb?" asked the professor in surprise.

Before Octavius could answer, another voice cut him off "Of course that's what he means." Both scientists turned and saw Victor Von Doom standing in the doorway "But I'm afraid those programs are going to wait until the right time to be done."

"What do you mean by that?" Octavius demanded.

"I mean that you extract DNA from the rest of those heroes unless you have a proper plan." Doom reminded him "Now if you'll excuse me, I have a few other things to take care of."

In a different part of the facility, Kaine, Galatea and the Red Hood were training really hard, along with the new arrival, Siobhan Smythe who liked her new home and hoping for revenge against the little creep who ruined her plans to discredit both Peter Parker and Kara Kent. Although Doctor Doom had reminded her that she needed to keep a low profile, she was looking forward to her first piece of action. Her train of thought was interrupted when the door to the training room was opened, and in came Dr. Doom.

"So my dear, how are you doing this fine day." Doom asked ever so politely.

"Oh I'm doing alright doctor." She told him "I've been practicing hard enough to make my new powers work, so then I can finally go out into the field."

"That's wonderful." He complimented her "Now as a reward for your progress, I recommend a codename for you. What would you like to be called?" Siobhan thought for a moment, ever since Doom came into her life and brought her to this place, she had found it very fascinating that he was actually from another dimension. When he showed her the files of different heroes from Earth-616, she had taken the time to study and learn about them, especially that one file about a mutant could produce soundwaves from his vocal cords and was called 'Banshee'. Now Siobhan wondered if she should call herself that, but Doom had also said that it wouldn't be very nice to have an alias that was already taken.

Then she had an idea, what if she used an alias that was on both her powers, and her appearance? Then she'd have a winner for sure "Alright then, call me the Silver Banshee."

* * *

 **Apokolips**

Back on the fiery planet, Loki the god of mischief stood on a balcony overlooking the plains. He wore Apokoliptian clothing, and smiling triumphantly since Kalibak brought him that report of Ares's downfall. "What will we do now Lord Loki?" inquired Kalibak.

"I believe now that Ares has served his purpose, given that he never knew that he was being played, and that _I_ actually wanted him to fight my so-called stepbrother." Loki replied before sneering at Ares's ignorance "A change of plans is called for."

"Like what my lord?" asked Kalibak eagerly.

"We shall now turn our attention to building a new battle arena for Mongul to train new warriors." Loki told him "And we will start having our own Contest of Champions, tell me have you ever been to Sakaar?

* * *

 **Finally another chapter is done! What are Loki and Kalibak planning do to this time? Tune in next time as Chapter 15 introduces the Contest of Champions! What Doc Ock was mentioned, he was refering to the fact that Garth, the original Aqualad was already called Tempest. So that's why I had figured to leave a teaser of Kaldur's own clone being called something else.  
**

 **Sound off your thoughts in the comments below, and don't forget to subscribe!**

 **Voice Cast**

 **Yuri Lowenthal as Peter Parker/Spider-Man**

 **Nichole Tom as Kara Zor-El/Supergirl**

 **Shemar Moore as Victor Stone/Cyborg**

 **Paul Jeffrey Byrne as Firestorm**

 **Danica McKellar as M'gann M'orzz**

 **Grey Griffin as Donna Troy**

 **Susan Eisenburg as Wonder Woman**

 **Susan Sullivan as Queen Hippolyta**

 **Julie Bowen as Aresia**

 **Michael York as Ares**

 **Travis Willingham as Thor**


	15. Chapter 15: War World Hulk Part 1

**JLU SPIDER-FRIENDS VOL. I:THE JOURNEY BEGINS**

Chapter 15:War World Hulk

 **Now another original chapter is here, and it's going to have a similarity to the two-parter episode 'War World' from off** _ **Justice League: the Animated Series.**_ **Soon enough you'll be seeing what Loki, Mongul, and Kalibak have in store for our heroes when a gladiator battle begins, this two-parter is also suppose to have a few similar elements of** _ **Planet Hulk**_ **and** _ **Contest of Champions**_ **.**

Everything was going up to speed ever since the heroes finally stopped Ares in his tracks. Then the League had to help with evacuating several dozen people off an island to get away from a volcanic eruption, but during the middle of evacuation, a monster called Doomsday appeared and tried to kill Superman (due to being released by a stupid scientist who wanted to get revenge for being used, and he had been scarred real badly by Superman's Justice Lord counterpart). Then Wonder Woman and the A-Bomb had to pitch in to help and save him, while Spider-Man and Cyborg went to stop a Kryptonite missile that was meant for Superman.

But time also seemed to fly as Diana and Donna went back to Themyscira, along with Shayera Hol, due to receiving a message from Hermes the Herald of Mount Olympus. When the two sisters and the Thanagarian arrived, they had to stop Felix Faust since he had stolen Ares's Annihilator armor from Project Cadmus and claimed it for a new body (what the heroes didn't know was that he had escaped from a mirror that he had been trapped in for almost three years).

Once Diana, Donna, and Shayera found Faust, they learned that the sorcerer had been wanting to get back at Hades for giving him too much absolute knowledge of everything. So he used his new body to usurp Hades and then become ruler of the Underworld, but it would have lasted longer if not for the fact that Shayera's mace was made out of Nth-metal and could disrupt magic. Thus, the Annihilator was destroyed and Faust's soul was left to wonder the Earth for eternity, it was also revealed that Hades was actually the Father of both Diana and Donna, when he said that he and Hippolyta both had molded the princesses out of clay and breathed life into both of them.

Then once Hippolyta had seen the scroll from Hermes, she lifted the banishment that she had put her eldest daughter into, and Diana was once again allowed back on Themyscira.

Now that had almost 3 weeks ago, and our heroes were busy doing different at the moment. Science major Rick Jones, technopathic Victor Stone aka Cyborg, and the amazing Spider-Man were out in space, examining a asteroid that was practically astounding because it contained a vast amount of minerals. They had also taken one of the Javelins with them for transportation.

"Oh man, this asteroid has more kinds of minerals than any space rock that's ever been found." Victor commented, his two friends and esteemed colleagues heartily agreed with him "Yeah, I agree Victor." Peter told him "So I just hope that we get done in time for us to attend college classes."

"I hope you boys can get it done faster and quietly, because I can still hear you!" a female voice from the other end of the line on their comms spoke. The boys grimaced, the voice belonged to none other than Donna Troy aka Troia, and she was monitoring their progress. "I think she means it Webs." Rick told the arachnid-themed hero "We'd better hurry this up and get on back to Earth, otherwise we'll be stuck out here."

"Then let's get done with it." The trio set to work, but only faster. But just as they were finally done and about to leave, Peter's spider sense kicked in "Look out guys!" he yelled out and grabbed both his friends to pull them away, but then the asteroid they were standing on suddenly exploded. The three friends were sent flying off in a different direction away from Earth's orbit, the Javelin they had borrowed was totally destroyed. They were just about to blackout when a beam of light suddenly enveloped them, and then they were sucked up into the cargo hold of an enormous starship.

* * *

 **Back on Earth**

"Victor! Rick, Spider-Man!" Donna was trying desperately to get in contact with her missing teammates, but they were not responding to her call. So she realized that something must have happened to them, but where could they have gone?

"Is something wrong Donna?" she turned to see M'gann M'orzz standing next to Kyle Rayner who looked really ticked off. "What's going on here?"

"Something went wrong on the other end of the line, as if something just exploded." Donna explained "Now I can't get Victor, Rick, and Spider-Man back on line and…"

"You just couldn't save them!" snapped Kyle impatiently, cutting her off. "Do you know how many lives that we've had to save out there? How many times that we've had to…" but she flew up to him and cut him off.

"Don't you dare lecture me on how we do things!" she snapped "Those three were obviously unable to make it to safety, and they were too far out in space!" she calmed down before continuing "Look, if we just head out to look for them and find out what happened, then we might get them back in time." Kyle seemed to think about this, if they would just learn to work together, then they might find their missing friends and save them.

"Alright" he relented "We'll go out and look for them, but we have to tell the League about it first. Then we'll set out to look for our friends."

"Would you mind if I came too?" asked M'gann, they both turned to look at her in skepticism "What? I just thought if I volunteered, we could use my Bioship to look for them, so what do you think?" the other two looked at each other, then back at the Martian girl. She seemed to be very determined to go and there was no way to change her mind.

"Alright" said Kyle "But _after_ we tell the League."

* * *

 **Meanwhile**

Aboard the massive starship, that was actually from the planet Apokolips, the three young heroes were captured had locked up in the brig of the ship. The wallcrawler was the first to recover and opened his eyes to find himself and his friends inside what looked like a prison cell.

He looked over to Victor who was just waking up himself, and Rick was stirring wide awake. All three of them were chained up to the wall "Oh man, what hit me?" Rick groaned, Peter and Victor looked around both taking in their surroundings.

"I don't know Rick." Victor answered "But wherever we are, it looks like we've been taken prisoner aboard a spaceship."

"Well that's very observant Vic." Peter told him "Now the question remains as to where they're taking us."

The answer would come to them much sooner than later, up on the bridge Kalibak got in contact with his superiors on Apokolips. Then a holographic image of Loki's face appeared in front of him "So Kalibak, have you succeeded in finally capturing Spider-Man?"

"Yes my lord" Kalibak replied "He is down in the brig right now, and get this. We have also managed to capture two of his friends as well."

"Really?" Loki asked "Then show me the prisoners." So Kalibak brought up an image of the young heroes in the brig. The god of mischief took the liberty of looking each one over carefully, he was especially skeptical about the youth with brown hair and wearing a red flannel shirt with blue wrangler jeans.

"Now what of the third prisoner?" inquired Loki.

"I don't know who he is." Kalibak admitted "I'm not even certain if he has any powers, he just happened to be there when we captured Spider-Man and his cybernetic friend."

"Well no matter." Loki answered "We shall find out soon enough, now don't forget. Mongul and I have been planning for that annoying arachnid to fight against his personal champion. We are also looking for someone who will fight against the Grandmaster's champion on Sakaar."

"Understood my lord." Kalibak replied, the hologram was switched right off and the connection ended.

* * *

 **Elsewhere**

A wide red ship flew through the depths of space, this was Miss Martian's Bioship and after passing by the wreckage of the Javelin and using her telepathic abilities to determine what happened there. M'gann eventually confirmed that their missing friends were indeed captured, then they proceeded to follow the strange starship's trail with Kyle's power ring highlighting streams of exhaust left behind by the ship's engine.

"What is the point of all this?" Donna demanded, this mission was starting to bore her so much. "Why can't we just fly faster to where our friends were taken and get it over with?"

"We have to follow the trail of the strange starship first." Kyle reminded her patiently. "So we can, at least find some people on other planets who how to get to certain places like New Genesis, Apokolips, or War World, and so on."

Donna huffed indignantly as M'gann continued to pilot the ship until before too long, they came to a planet that Kyle knew so well "Where are we?" Donna asked.

"This is the planet Ajuris-4" he told her "It's the place that mercenary Kanjar-Ro had hidden in plain sight with illusion technology to fool everybody into thinking that it was totally destroyed, at the time when John Stewart had been framed for something he didn't do. While Kanjar was being paid by the Manhunters to do it."

"Gosh, that sounds awful." M'gann commented before she piloted her ship through Ajuris-4's atmosphere and brought it in for a landing, then the three of them got out to look around and to see if they could find someone who knew how to get to Apokolips. As they were still searching, a loud cry was heard "Help us! Help!"

"What was that" asked M'gann.

"It sounded like a cry for help." Donna told her "We must go and see what's wrong."

They raced off towards a dark alley where the cry was coming from, they went inside to a gang of criminals surrounding a small family; a father, a mother, and two children "Please just leave us alone!" pleaded the mother.

"We'll leave you alone as we take what _we_ want." The gang leader answered, one of the other thugs stepped forward to take some of the family's belongings when all of a sudden, something that looked like a silver rope wrapped around the thug and yanked him into the air. "I think not!" said a stern voice, the criminals and the family turned their heads to look up and saw a raven-haired girl hovering above them "We are not about to let another family be ruined." She said to the thieves.

The criminals drew out their weapons and were about to open fire when a green baseball bat swatted most of them aside into a wall, the remaining thugs tried to defend themselves when a green girl came up out of the ground and phased her hands right through them, knocking them out.

After seeing that his companions were taken out, the gang leader tried to get away when some green energy surrounded him and picked him up. He was levitated back to the spot where three individuals were waiting, the first of which was the source of the green energy "A Green Lantern!" he cried out in dismay.

"That's right asshole." Kyle answered "I'm one of the Green Lanterns, and you're going to tell us how to find the planet Apokolips." Behind him, the two girls glared very hard at the gang leader who looked at them fearfully, after a few moments of weighing his options, the gang leader finally relented "Alright, alright, I'll tell you what you need to know."

* * *

 **Apokolips**

Spider-Man and Rick Jones woke up to themselves inside a prison cell, except there were no windows and they could only see out into the hall where there were dozens of other prisoners in other cells. Just then the two friends heard footsteps coming down the hallway and looked up in time to the most horrendous sight they ever saw; an eight-foot tall alien with a humanlike face, but he also had gruesome fangs sticking out of his mouth over his upper lip and six hairy, muscular arms that each had three clawed fingers. He was even dressed in what looked similar to Greek battle armor.

"So this is the so-called mighty, amazing Spider-Man that I have heard so much about." He gloated before coming into the cell to look at both the prisoners closer, "So these are suppose to be the heroes that I'll be going up against, eh? Well you should both know that the Grandmaster was willing to bring his own personal Champion to Apokolips, after the God of Mischief invited him, so everyone could attend a Contest of Champions."

"Grandmaster? Contest of Champions?" Rick asked "Where exactly are we?"

"You still don't know?" inquired the alien "Why you both were taken away from Earth, and brought here to Apokolips. Now I admit that you're not really much that has to offer, but I don't think that you have what it takes to defeat me. Since I've killed plenty of other warriors in my time." He turned and spat in Spider-Man's face, much to Rick's disgust and the horror of the other prisoners, although the Web Slinger was still wearing his mask.

Then the alien turned to leave, but not before he looked over his right shoulder "One more thing, _I_ am Mongul's personal champion and my name is Arachno." He turned on his heel and left the prison.

One of the other prisoners turned to look at the wallcrawler in absolute shock and disbelief "How could you let him mock you so much?"

"What can I do about it?" asked Spider-Man "If I struck him back, then I would just lower myself to his level." The other prisoners just exchanged looks of disbelief.

"So what are going to do now?" asked Rick, worriedly.

"Well you could just transform." Spider-Man suggested "So then we can easily break out of here and escape." Rick's eyes widened in realization, why didn't he think of doing that before? He closed his eyes and concentrated, then all at once, he started writhing and twisting, his skin turned blue and scaly, then he grew bigger and taller until his chains broke. Once the A-Bomb had emerged, he also broke the chains holding Spider-Man. then the two heroes broke out of their cell, much to the disbelief of the other prisoners.

Meanwhile in another part of the prison, Victor Stone was strapped down to a table where it looked like he being taken apart piece by piece. He opened his eyes and saw that he was inside what looked like a mad scientist-type laboratory "Where am I?" he asked himself, almost out loud.

"So you're not familiar with this environment?" asked an unfamiliar, feminine voice, Victor turned his head and saw a woman that he had never even seen before, she was dressed in a black tight-skin outfit that had white stripes, and carried a long white whip. Now she looked like someone that he may have heard of before, but he just couldn't put it all together.

"So you haven't heard of me? Well then allow me to introduce myself." She said in a sultry voice, she came closer swinging her hips back and forth which really made Victor very uncomfortable. When she got close enough, she traced a finger down his metallic chest "My name is Lashina, what's yours?"

"Why does it matter to you anyway?" Victor demanded "I'm stuck on the same planet where Superman was captured and brainwashed into attacking Earth for old Darkseid, while my friends are probably being tortured or dissected…"

"I doubt that could ever happen to those friends of yours." Another voice called out, Victor turned to see an elderly woman that he had never seen before, she was flanked by two other women that he was not familiar with either "I'm sorry, do I know you?"

"Why you've never heard of dear old Granny Goodness?" Victor's eyes widened in realization, Kara had told him of her first encounter with this madwoman when she trashed Intergang and saved Superman from captivity on Apokolips. Now this was starting to make sense "Oh right, the old lady who leads the Female Furies, and is also a member of Darksied's Elite. Isn't that right?"

"Indeed" Granny answered "However, I think you need a little…brain surgery!"

At that last word, she flipped on the switch that activated a machine that was connected to the table where Victor was strapped down. The young technopath cried out in pain the minute the electricity touched his metallic skin, Granny and her associates were enjoying this little show of torture. Then all of a sudden, a loud feral roar was heard throughout the prison, the Furies turned around just in time to see a figure clad in red and blue break down the door, this was followed by a huge blue gargantuan scaly creature smashing right through the wall. The old lady and her comrades were extremely startled by the sudden appearance of the large creature that looked terribly angry.

"How did _you_ get in here? and what is _this_?" Granny Goodness demanded.

"Ladies, allow me to introduce you to my friend, the astonishing A-Bomb!" Spider-Man announced, the Female Furies were greatly disturbed that they were being interrupted, Lashina and her companions lunged forward to engage the arachnid hero. But the A-Bomb smashed his big fists into the ground, causing the trio to fall down flat on their backs, Spider-Man then took care of Granny Goodness by first webbing up her face, then he turned Cyborg loose and the two of them ganged up on Granny, strapping her down to the table and turning on the electrocuting machine and the old woman just howled and screamed in immense pain.

"Sounds like _you_ were really in need of some rehabilitation!" Spider-Man quipped, he and Cyborg burst out laughing at the notion of Granny's rehabilitation before the three of them cut out of there and proceeded to the ship hanger where they could steal a starship and escape back to Earth where they belonged.

They barely made it to the hanger when all at once, androids that guarded the prison ambushed them by firing ion blasters that stunned both Spider-Man and the A-Bomb. Cyborg tried to fight back with his own ion blaster to help his friends get away, "Get out of here Victor!" Spider-Man yelled "You can help us if you escape,… and hopefully help will arrive!"

Victor hesitated, he didn't want to leave his friends behind. But there was no way he could get all three of them out of there in time, so he fired up his rockets and flew on out of there. Once he had gotten a good distance away, he hid behind a stone wall and watched as Apokoliptian soldiers dragged Spider-Man and the A-Bomb back towards the prison "This just doesn't make any sense, leaving my own buddies behind like that" he told himself "But I'll help them in any way that I can, at least until help finally arrives!"

* * *

 **Meanwhile**

When they had finally managed to convince the gang leader to take them to the planet Apokolips, the three heroes were on their way to the place where their friends had taken. Donna was feeling a bit frustrated because she and Lantern were sitting right next to each other in the back of a small freight ship that was being piloted by the gang leader, while M'gann was following close behind in her Bioship.

"Get off my foot!" Donna demanded, it was really crowded in the back seat of the ship and Kyle wasn't able to give her any leg room.

"Hey, I know it's crowded. But at least we've now got a guide who can take us to where our friends were taken." He told her, but Donna wasn't so sure if she should believe that. "But why can't you even use your fancy ring to get us there faster?"

"Because I want to enough energy for when we get to Apokolips." Kyle explained patiently "Just so we can help Rick, Cyborg, and Spider-Man escape from there when we're fighting our way out."

"Oh you're just saying that because you're worried that your ring might run out of power, aren't you?" she taunted him.

"I'm sorry, do you two want some privacy?" asked the gang leader, Kyle simply nodded and the thug closed the window to the back so he could block out their little spat. Then while the two were still arguing, the thug pressed a button that turned on the air vents in the back. Just as Kyle was about to reprimand Donna about her behavior, he smelled something and looked up at the vents.

"What's this?" he asked, Troia also looked up and saw something pouring out of the vents, she too smelled it and realized what it really was.

"This lunatic is trying to go back on his word!" she cried out in rage, they both hit on the glass very hard trying to break through while Kyle covered his mouth with one arm and hit the glass the other. Donna hit the hardest and nearly cracked the glass, but then they both succumbed to the smoke that was actually a powerful nerve gas that the gang leader used to put them to sleep.

Right at that moment, M'gann immediately sensed that something was radically wrong when she saw that the spacecraft in front of her ship was going off in a much different direction.

"Oh no! they're in trouble, and that thug is deliberately breaking his promise!" she exclaimed angrily, then with that M'gann M'orzz piloted her Bioship to follow after the gang leader to see where he was taking both Troia and Green Lantern II.

* * *

 **Apokolips**

Spider-Man and the A-Bomb were forced into battle armor, got the top parts of their bodies painted (once Peter's mask, shirt, and gloves were removed, now of course A-Bomb doesn't wear masks or clothes for that matter.), and A-Bomb got fixed up with an obedience disk that would only be used if he didn't cooperate.

Now the two of them were walking down the hallway leading to the arena, the wallcrawler carried a shield and an axe with two swords strapped in sheaths to his back while the A-Bomb had both a double-blade axe and a mace. "Are you feeling okay big fella?"

"Yeah, I'm fine" A-Bomb answered "A-Bomb just wonders who Grandmaster's Champion really is, it wouldn't make any sense to fight somebody that you don't even know."

"I see what you mean." Peter told him, right at that moment the doors to the arena were opened and they could hear the crowd clamoring and then the Grandmaster's voice echoing _"Ladies and Gentlemen, I give you; the Man-Spider and his big blue scaly companion, the astonishing Atomic Bomber!"_

The crowd started booing the two heroes who were now very annoyed and agitated that they being made fun of. Up in the royal box, Loki and his cohorts were watching the two with pleasure and were greatly enjoying this. Now once again, the Grandmaster's voice echoed throughout the stadium:

" _Now ladies and gentlemen, it's main event time! These two are battle my own champion and Mongul's, so first we're going to present Mongul's personal fighter, the terrifying Arachno!"_ Then out from a door on the other side of the Arena, stepped Arachno and he was dressed in the same battle armor that he was wearing when he first met the wallcrawler. Now he looked really mean and spiteful as he glared hard and long at his opponent "Today's the day fellow spider, we will now show these people in the stadium how it's done." He sneered "I heard how you and your big blue friend tried to escape earlier."

"For your information, I never asked to be here and neither did the big guy." Spider-Man responded, right at that moment the Grandmaster then decided to make another announcement. _"Alright, now it's time to present my own champion, let's get ready to welcome this guy. Here he comes!"_ then the other side of the arena where A-Bomb was at began to lower down a bit, the blue gargantuan figure turned to look where his own opponent would come out. As this was happening, the two captive heroes proceeded to put on their helmets and turned to face their own part of the tournament. Spider-Man was now facing Arachno and as they began squaring off, the web slinger proceeded to ask the alien warrior a question.

"So have you ever met the Grandmaster's Champion?"

"Bah! If I _had_ seenhim, then I would tell you what he looks like." Arachno retorted "But I have heard of him, that he's very vicious and somewhat savage. If you do not wish to fight, now is your chance to withdraw."

"That's _never_ going to happen!" Spider-Man "And by the way, the name's Spider-Man, and that's the last thing that you're ever going to hear before I finally earn my freedom." Just at that moment, the Grandmaster made his grand announcement via hologram over the stadium. _"He's a creature made of…, what can I say about him? He's the rage, he's the defending. Ladies and gentlemen, I give you, your incredible…"_

Before he could even finish the sentence, the gates that were on the other side of the arena, just the opposite of A-Bomb, burst wide open and out rumbled a huge, 10 ft goliath that wore gladiator armor (a Trojan-like helmet on his head, a blue shoulder piece on his left, a giant-sized tunic around his waist and finally a pair of sandals on his feet) and was armed with both a huge hammer and a sharp double-blade axe. The most surprising of all was that he had green skin, the goliath strode bellowing loudly and roared out: "HUULLK!"

Both A-Bomb and Spider-Man were totally surprised that the green Avenger was actually here, Arachno was now surprised to see the Grandmaster's champion in person. But the minute A-Bomb saw the green goliath, he raised his weapons in the air and cried out "YEEEEEEESSSS!" the audience fell silent when they heard that, no one had cried out in joy at seeing that green brute. However, up in the royal box, Loki was completely shocked. He never imagined seeing one of Earth-616's heroes here on Apokolips in the first place.

Elsewhere in the audience, a familiar person was hiding among the crowd disguised as a spectator. Victor Stone had picked out a disguise just in order to infiltrate the stadium and see what was going on. _'So the web-head and the big blue guy are facing off with two of the fiercest fighters in the galaxy.'_ He thought to himself _'Oh man, what will Supergirl and Miss Martian think?'_

"Hey!" A-Bomb called out to the Grandmaster who was just now sitting down in his place, along with Loki and Mongul "Hey! We know each other! He just happens to be a friend from work!"

Grandmaster turned to stare at Loki and Mongul for a second before looking back out on the stadium, however the ten-foot tall green goliath, or rather the Hulk was bellowing loudly to the audience who were adoring him. A-Bomb stepped forward to greet the giant fearsome Avenger "Where've you been man?" the green goliath turned around to see the 91/2 ft tall blue stranger that he had never even seen before, but was not aware that the creature was actually Rick Jones.

"Everybody thought you were dead or gone forever." A-Bomb told him "I started out when some people try using me as a weapon, then I captured and sent to a different dimension just last year so that's still pretty fresh." Hulk just glared at the blue stranger whose appearance only just reminded the green goliath of his worst enemy, Emil Blonsky Aka the Abomination.

"By the way, Spidey's here too. Can you believe it? He's right over there, fighting that other guy." Hulk turned to see a familiar web slinger facing off with a six-armed person that he had never seen before "Hey Spidey! Look who it is!"

Peter just grinned at A-Bomb's enthusiasm and turned back to Arachno "Well now that you've seen the big green giant, how about we go for a few rounds six-arms?"

Arachno turned towards his opponent seething "I'll teach you some manners not to make fun of me!" he lunged forward at the wallcrawler who managed to sidestep when the alien warrior tried to impale him with a spear, then Peter struck out with his axe and cut the shaft in two. Enraged, Arachno lashed out with his other weapons; two swords, a double-blade axe of his own, a thick mace, a long swallow with two blades on either end, and a war hammer. Spider-Man had no trouble blocking all the strikes with his shield which made it easier for him to break Arachno's swords and double-blade axe with his axe, which was broken by one swift blow from Arachno's mace.

Meanwhile, the A-Bomb was still talking to Hulk, and trying to help him remember who he was "Banner, I don't know how to tell you this, but I'm happy to see you again." Instead of answering, Hulk turned his head at the sound of the crowds who were cheering him on "HULK! HULK! HULK!"

"Dr. Banner!" A-Bomb called Hey Doc! Doc Banner!" at that, the green titan turned around and growled in a deep, angry voice "No Banner, only HULK!"

The A-Bomb widened his eyes in surprise "What are you doing? It's me!" he cried out before the green goliath charged him "A-Bomb was once Rick Jones!" but the Hulk didn't care, all he wanted to do was fight. He raised his axe and hammer, which forced the blue Abomination-lookalike to defend himself with his own weapons.

"Come on Hulk, we're friends" A-Bomb tried to reason "This is crazy, I don't want to hurt you!" but the Hulk still wouldn't listen, he kept lashing out with his weapons until he suddenly broke the A-Bomb's own battle axe "Alright screw this!" growled A-Bomb before he struck out with his mace and broke the Hulk's own axe. Now Hulk was really mad, he lashed out with his big hammer and smashed A-Bomb's mace, but now only made the A-Bomb angrier also. He sprang forward, grabbed his opponent by the throat and the two Gamma beasts were rolling around, wrestling, and exchanging blows.

"This is finally starting to be interesting." Mongul told Loki and the Grandmaster, both nodded in agreement. "Well I can certainly hope that the young arachnid will finally be goaded into killing someone for the first time in his life." Loki reminded his comrade. The Grandmaster, however kept observing the struggle between the two giants as they kept wrestling and hitting each other.

In the middle of his own fight with Arachno, Spider-Man had knocked aside his opponent's mace and ended up getting his own shield broken by Arachno's war hammer. Then Arachno grabbed his opponent and threw him against the wall, Peter was feeling a bit dazed from the impact but was then alerted by his spider sense, he looked up just in time to see his opponent throw a large war hammer at him. Thinking quickly, he jumped up out of the way just in time for the hammer to get lodged in the exact same spot where he had pushed into. Then Arachno came charging forward yelling in anger, the web slinging Avenger gripped the hammer as tight as he could, then with all his strength ripped it out of the wall and hit his opponent head on, knocking him into the ground.

Back with the Gamma Monsters, A-Bomb had finally managed to throw Hulk off of him and grabbed the large hammer to hit him with "I know you're in there Banner! I'll get you out!" A-Bomb cried before striking his former mentor again and again.

By that time, Hulk was nearly getting worn out and just when A-Bomb was about to win, he felt a strong sting on his neck and he fell down flat on his face. Grandmaster had decided to rig the fight just so he could take A-Bomb back to Sakaar. Upon seeing his opponent down for the count, Hulk leaped up high into the air and came hurtling his fists onto A-Bomb's back.

Unknown to anyone else, Victor was still watching from the stands and was shocked upon seeing the results, even when he adjusted his lenses to see what the enemy was doing 'So that guy is cheating just so his Champion can win' he thought to himself.

Now Spider-Man and Arachno were still dueling with war hammer against swallow, anytime that Arachno swung his weapon, the wallcrawler would just jump over it and hit his opponent with the war hammer. Finally after hitting Arachno six times, Spider-Man managed to break the swallow with the hammer and then broke the hammer's long handle in half as well.

"I don't need any weapons to fight you." He told the alien warrior, so now they engaged in a flurry of kicks, punches, and wallops. Then just as the young hero threw his opponent down, Arachno picked up a handful of dirt and threw it in the hero's eyes. Spider-Man was blinded for a moment while Arachno ripped a large stone from the side of the Arena and threw it at his opponent, but to his shock and the crowd's bewilderment, the arachnid hero suddenly jumped over the flying stone as if he had anticipated its movements.

"How did he do that?!" the Grandmaster exclaimed, Loki and Mongul also had the same matching looks of disbelief in astonishment. Now Arachno was completely surprised by his opponent's maneuver, but still he lunged forward hoping to grab a hold of the Earthling and pummel him into the ground. But the most unbelievable happened; when Arachno came close enough, Spider-Man somersaulted over his opponent and kicked him in the back. The whole crowd gasped in astonishment, they had never seen anyone do something like that with his eyes closed.

Once he had regained his footing, the wallcrawling hero lashed out with a sharp roundhouse kick and knocked his opponent out hard against the wall. Loki, Mongul, and the Grandmaster were completely amazed at the feats the young hero had just pulled, now as Spider-Man was standing over his fallen opponent, Mongul raised his hands to quiet the multitudes and called out to the victor.

"You have fought well Earthling, now finish off your fallen adversary and you shall become my new Champion." The offer was tempting to Peter, if he had been willing to go through it then he would have had everything that he ever wanted. But the fact was he had a moral, which was based off of his late father's motto: 'With great power, comes great responsibility.' Now there was no way in heaven or on earth that he was going to break or violate that code. "No" Peter spoke out in defiance "I will not take his life, besides killing is wrong."

Mongul was slightly offended, that response reminded him of the time when the last Kryptonian refused to kill his former champion Draaga. But he was about to let a mere human walk all over the same way "Kill him, or there will consequences for your actions."

Then Arachno spoke up "If you don't kill me, then I will lose my honor as a warrior."

But Spider-Man looked up towards Mongul and Loki in absolute defiance, and said it loud and clear "I'm never taking his life, and never shall."

At that, Loki rose in anger and shouted an order "Guards seize him!" military guards in Apokoliptian armor rushed into the Arena and grabbed the web slinging hero.

"Strip that wretched young bastard of his armor, and flog him within an inch of his life!" Loki shouted to the guards.

 **Well that's it for now, Spidey has just refused to anyone and so he's about to get a terrible beating. Cyborg will probably do something about it, and A-Bomb is most certainly going to be changed back to his normal self by the time he wakes up. I couldn't help including a little bit of dialogue from** _ **'Thor: Ragnarok'**_ **, that was such a great film last year.**

 **So where do you think Miss Martian, Troia, and Green Lantern will end up? Now that's going to be a wild guess, so you readers out there be ready for the next part of 'War World Hulk'.**

 **Voice cast**

 **Will Friedle as Kyle Rayner/Green Lantern**

 **Grey Griffin as Donna Troy**

 **Yuri Lowenthal as Spider-Man/Peter Parker**

 **Seth Green as Rick Jones/the A-Bomb**

 **Danica McKellar as M'gann M'orzz/Miss Martian**

 **Shemar Moore as Victor Stone/Cyborg**

 **Troy Baker as Loki**

 **Eric Roberts as Mongul**

 **Jeff Bennet as the Grandmaster**


	16. Chapter 16: War World Hulk Part 2

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 16: War World Hulk Part 2

 **I'm back ladies and gentlemen! Now it's time for the second half of 'War World Hulk'. Now to answer CRUDEN's question, it would be something to bring some of the X-Men over for a visit, but but I've got no plans for any of them to necessarily join Spidey's new team. Maybe two or three of them in one of the newer chapters down the line, but not all of them at once. But for right now, I need concentrate on finishing this current chapter.**

* * *

The military guards had stripped Spider-Man of his enforced battle armor and began to flog him within an inch of his life, which sincerely pleased Loki and his compatriots. But in the stands among the spectators, Victor Stone was horrified to see how his friends were being mistreated. He turned to one of the spectators who were sitting next to him and asked "How could they do such a thing when all he ever did was win fair and square?"

"Because there's a law" the spectator replied "That if anyone does not follow through with what is required, then they get severely punished." Victor couldn't believe what he was hearing, he looked around the stadium to see several dozen spectators who were also horrified to see what was happening. Then he had an idea, he stood up and raised both his arms in the air chanting "Spare Spider-Man! Spare Spider-Man! Spare Spider-Man!"

The crowd all heard his cries and they all joined in on the chanting to plead for the wallcrawler's life "Spare Spider-Man! Spare Spider-Man! Spare Spider-Man!" they all shouted as loud as they could.

Upon hearing the crowd's demands to spare the young hero's life, Loki was very incensed and wanted to lash out at the crowd with all his magic. But Grandmaster had more sense "I think we'd better appease the crowd for once" he told his associates "If the guards keep beating that young man, who knows what they might actually do."

Loki pondered his options for a moment, perhaps for once he should be lenient just to avoid any unpleasant behavior from the crowd. So he called an order to the guards "That's enough! Take him down to the dungeon and keep him there." The guards heard the order that their master had given them and took the arachnid hero down to prison. Once they were there, they threw him into a cell that was less crowded and locked the door before walking back out the way they came.

Some of the other prisoners, who also were in the cell, came over and helped him to stand up "That was quite a show you put on out there." One of them said.

"Yes, that wasn't the first time that anyone dared to defy Mongul" said another "It was just the time when the man from Krypton refused to kill Dragaa on War World. Now this time, it was Loki, Mongul, and the Grandmaster altogether."

"Now let us help you escape from here, so they won't sentence you to death" a third told him.

"I appreciate your concern" Spider-Man told them all "But that really won't be very necessary, I can't escape from this place until I've found a way free my big blue friend and get caught up with my other friend Victor Stone."

"What are you talking about?" asked the first prisoner "If you stay here, then they will have killed or sold into slavery."

"I have two friends who were also captured along with me." Spider-Man explained "One is the big blue creature that came close to beating the Hulk until Grandmaster cheated, the other is a technopath who managed to escape from captivity. So I believe that he's still on this planet, somewhere."

"Your loyalty to your companions is admirable" the second prisoner told him "But I must warn you, that you will be putting your own life at risk."

"Well what's going to happen to Arachno?" asked the wallcrawler.

"He's being taken to where all the garbage is disposed of" the third prisoner told him "It's what happens when a previous champion is beaten without being killed."

* * *

 **Meanwhile**

The prisoners were right as a garbage ship came to a desolate planet and when it arrived, its hatch opened and out dumped a whole pile of trash followed by a six-armed alien who turned out to be Arachno. He was very angry and humiliated by the fact that not only Spider-Man's refusal to kill him, but also that he was being disposed of.

He looked up in time to see the ship's hatch closing, he got quickly to try and jump back on the ship but it was too late. The ship closed its hatch and flew off back to Apokolips.

"I swear I'll see them all disgraced." Arachno muttered to himself, the warrior turned to find some fire burning close by. So he went and picked up a burning piece of metal "Until I return to Apokolips, I will wait here for an opportune moment even as I wallow in the misery of my humiliation." Then he branded his chest with the burning metal by scratching several scars to resemble the emblem of a spider.

* * *

 **The next morning**

Several alien women were kneeling over a young man with brown hair and at the age of nineteen, they were taking real care to make sure he was cleaned up. Just then the boy suddenly woke up and was extremely startled to be surrounded by strange women that he had never even seen before.

"Hey! Get off!" he cried out, the women quickly got off the boy and left the big room that they were in. Now the boy, or as you would guess Rick Jones, took a minute to take in his surroundings, he was in the middle of a large room that was painted red and white. He had never seen anything like it 'Where am I?' he thought to himself, he pieced together what had happened before and remembered how he, Spider-Man and Cyborg had been captured by alien forces from Apokolips. Then once they had arrived, Spider-Man had convinced him to transform into A-Bomb so they could rescue Victor and escape.

"Well it looks like nothing had turned out the way we hoped it would." Rick said out loud, he found some clothes that laying close by and got dressed. Then he went over to the window and was about to look out when he heard something behind him, he looked around and saw an enormous hot tub that was completely giant-sized. But when he looked closer, Rick realized that a familiar green shape was in the water "Ah…Hulk? Is that you?" the green shape leaned forward and Rick saw a familiar green face.

"Yeah, it's Hulk alright." The green goliath answered before getting up out of the water, and Rick was greeted by the most revolting sight he had ever seen.

"Oh that is so…naked" he groaned in disgust, Hulk just said nothing and wrapped himself in a giant towel. Then Rick posed the question that had crossed his mind.

"So how did you get here?" he inquired, Hulk turned to stare at the young man for a minute before grunting in response. "Winning"

"No, I'm talking about this place." Rick explained "How did you come to this planet in the first place?" Hulk thought about it for a moment before making a motion with his hand and imitating the sound of a jet "Quinjet."

"Quinjet?" Rick asked, he was now feeling a bit excited and a glimmer of hope was roused within him "If that is so, then where is the Quinjet now?" the Hulk walked over to the window and pointed down to a scrapyard "Quinjet, down there." Now Rick looked and was overjoyed to see a familiar-shaped plane, the kind that only S.H.I.E.L.D. uses. "Well what are we waiting for? Let's go down and see if works."

"No Hulk stays" the green giant walked over to his couch and sat down, Rick stared at his long lost friend in disbelief before shaking his head in disappointment "Oh come on, you're one of the greatest heroes that ever lived. You're even one of the original founding Avengers, don't you remember any of that stuff?"

"The last thing Hulk remembers is being sent off world by other heroes." Hulk snorted, he grabbed what looked like an orange summer squash and began eating it. "So Earth hates Hulk."

"That's not true!" Rick exclaimed "I just told you that you're a hero and one of the Avengers, so I think Earth loves you. Why even Jen Walters was very disappointed that you were sent away from Earth and angry with Stark for it."

"Jen?" Hulk asked.

"Yeah, _Jennifer_ Walters." Rick told him "She's your cousin and when she started to experience some sort of cancer, you or Dr. Banner gave her a blood transfusion so she could get well. But then she received the ability to transform as you do and became the She-Hulk, except she can still retain her senses and be herself while in a green form."

The Hulk only snorted in response and Rick could tell that his big friend was only in denial about it. "Oh come on, we've got to work something out. You can't go on like this, so if we just help each other out then everything will be smooth sailing."

* * *

 **Elsewhere, that same morning**

The last thing Kyle and Donna remembered was being put to sleep with some kind of effective gas and when they awoke, they both found themselves on a desolate planet. They took a moment to take in and adjust to their surroundings.

"Finally, you're both awake." They turned to see M'gann sitting on a rock not far from where they were laying, Donna and Kyle looked at each other then back at the Martian girl. "How long have you been sitting there?" asked Kyle.

"Ever since that nasty creep went back on his word by double-crossing us and dropped you both off here." M'gann answered.

"So where is 'here'?" Donna asked, she was still a bit nauseous from the effects that sleeping gas had on her and Kyle.

"Take a look around." M'gann answered "I think the creep just managed to ditch us on some kind of uncharted desert planet." Kyle and Donna both looked around them and were surprised to see that M'gann was right, they really were in a desert that was actually on an uncharted planet. "So now we're stuck out here right in the middle of nowhere?" Donna asked in disbelief.

"We can't tell for certain." Kyle explained "Until we find some people on this planet who know where Apokolips is, or we're stuck here until my ring runs out of power."

"Oh come on silly" M'gann told him "Your Lantern battery is actually on board, in the Bioship." Kyle's eyes widened in realization when he heard that, he had plain forgotten about bringing his Lantern battery along for the trip and that it was still on M'gann's ship. "Well I …I guess it must have slipped my mind." Then he turned towards Donna. "If hadn't been for your arguing with me, then we wouldn't end up on this planet in the first place."

"What's _that_ suppose to mean?" Donna was getting angry now.

"If there wasn't any argument about how we get to Apokolips, then maybe the gang leader wouldn't have left us here on purpose!" Kyle told her, now Donna was very offended at the Lantern's outburst so she flew off to a distant rock in the middle of the desert. M'gann turned angrily to Kyle and exclaimed "What is your problem?! Why would you take it all out on her?!"

"What is it to you anyway?" Kyle snapped "She just couldn't be patient and had to keep on running her mouth, so I had…"

"You had to insult her just now didn't you?" M'gann reprimanded him, now Kyle was a bit dejected from her words. Maybe he did push a little too far that time, so he flew to where Donna was sitting on the rock in the desert and noticed that she was crying. Now he felt really ashamed for what he had said to her "Look I…I'm sorry for what I just said, and you were right from before. I could have just…. No I mean, I shouldn't have taken my frustrations out on you in the first place."

"It's alright." Donna wiped her eyes and looked at him "If we just try harder to work together, then we might succeed in rescuing our missing friends." Kyle smiled and offered his hand to help her up.

From a distance, M'gann was glad that the two could patch things up now she hoped that they move on and rescue their three missing friends. She turned to go back to the ship when she saw something.

"Hey guys!" she called out, getting her friends' attention "I think I found something, I see a light!" Troia and Lantern both flew over to her and saw what she just found. Sure enough, they all saw a dim light burning not too far away "There is a light!" Donna exclaimed before turning to Kyle "Perhaps we _will_ find some help afterall!"

So the trio went to what was going on where the dim light was at, but what they weren't expecting was to find what looked like a garbage dump. They each took a good look around and were surprised to what a mess this place was "How could anybody stand living here in this place?" asked M'gann.

"It must be outlanders who probably live here." Donna told her before going over to a pot that was still cooking over a fire, she picked the lid off and smelled the stew but was immediately revolted by the stench "Oh that is so disgusting!"

Kyle smirked before bending to pick up an old magazine "It looks like one man's trash is another man's treasure" he remarked. Just then two gruesome aliens came out of hiding and the first one snarled "Thieves! You have come here to steal our precious belongings!"

"Whoa! Hold on a minute." Kyle put up his hands to try and resolve this matter peacefully "We're not trying to steal anything, we only to find someone who knows a way to the planet Apokolips."

"Liar!" the second alien punched forward wielding a long chained flail which he tried to hit the Lantern with, but Kyle put up an energy shield with his ring just in time to block the strike. Three more of the miscreants came charging forward to join in on the fight, two went against Miss Martian and a third fought Troia.

Now five against three wasn't a fair fight, but luckily M'gann used her telekinesis to knock the two miscreants into a thick wall and Kyle subdued the first two with his power ring. Now Donna had finally took advantage of her opponent and was just about to impale him with her sword when Kyle stopped her.

"We're here to get directions to Apokolips, not to kill somebody." He reasoned, Donna was hesitant at first but she then relented and lowered her weapon.

"I'll tell you how to get to Apokolips." A new voice called out, they all turned to see a six-armed alien that they had never seen before walking towards them. The miscreants turned tail and ran away, but the heroes stood right where they were as the tall stranger came closer. They could tell that he not only did he have grey skin, but also stuck out of his lower lip and there were scars on his chest that looked just the spider emblem on Spider-Man's suit.

"If you wish to find Apokolips." He told them "Talk to me."

* * *

 **Back on Apokolips**

Kalibak came running into the throne room in the royal palace, all day there had a great chaos of citizens running amok in the streets drawing and spray-painting the walls of the different houses and buildings with the emblem of the spider. "My lord!" he cried out "The citizens are desecrating the walls of certain buildings with the emblem of the spider!"

"What?" Loki stared at his associate for a few seconds before knocking over the table at which he was dining and he was very furious "The nerve of those miserable peasants!" he shouted "And Spider-Man's refusal to kill is the reason!"

"Then it stands to reason that we must take a different approach." Mongul said.

"What do you have in mind?" Loki inquired.

"I know of a way to get of that insolent arachnid for good." Mongul told him before telling him about his plan, Loki and Kalibak both had the same matching grins as they listened. Then they all agreed upon the idea before Loki turned to the guards and gave an order "Guards, bring us the prisoner Spider-Man."

The Apokoliptian soldiers did as they were told, before you knew it, they returned with the wallcrawling hero who looked very ghastly at not getting enough sleep in the dungeon "Okay is this a bad time? Just so you know, I was trying to get some sleep in." Loki was not amused, he stepped forward and struck the wallcrawler across the face "We had you brought here for a reason" he told the hero "You are to participate in the games one more time, only this time you must swear to lose." Spider-Man grimaced when he heard that, all night he had been planning and hoping for the right time to escape. "But what if I say no?"

"Then you can prepare to live with the consequences of all life being obliterated on another planet." Mongul told him snidely before showing the hero a holographic image of the same death ray cannon that he had used on other planets, the wallcrawler was shocked when he heard that and now he was really desperate "What do you mean by that?"

"We mean that if you refuse to participate, then Arachno's native planet will be destroyed." Loki warned him, this brought another look of shock from the hero's face and before he could object, the God of Mischief stepped forward and struck him across the face "Now listen and listen well, it's either you or Arachno's people. If you really wish for 'innocent' lives to be spared, then you must swear to lose the battle."

Spider-Man realized that he was running out of options, so he relented "Okay, you win. Just give me some time to sleep this over." Loki, Mongul and Kalibak looked at one another and agreed to give the webslinger more time to rest "Very well, we give one day and tomorrow the fight begins." Then the guards took Spider-Man back to the dungeon.

Unbeknownst to any of them, someone else was listening in on this conversation. A small drone was hovering right above where the God of Mischief and his cronies were conversing, then it returned outside to the hands of Victor Stone Aka Cyborg.

"So Thor's evil brother wants to blackmail the Web Slinger into losing a fight by threating to destroy someone else's planet, does he?" he thought to himself "Well no matter, I've got to get some help and bail him out of there."

* * *

 **Meanwhile**

"Come on Hulk, you know better than to keep on denying our friendship." Rick had been trying to reason with the ten-foot tall green goliath for hours, but to no avail and Hulk was just as stubborn as they would count.

"You're Banner's friend!" Hulk accused.

"But I'm also _your_ friend" Rick reasoned "Don't you even remember how I stuck by your side even after General Thaddeus Ross and Major Glenn Talbot both made you a fugitive? Can't you even remember any of that?!" the Hulk thought about it for a while and then answered.

"Hulk does remember how you stuck by me, and stayed with me while Ross and Talbot chased me. Hulk remembers everything!"

"That's great." Rick told him "Now about how I sometimes transform into what looks like a blue version of Abomination, I was experimented on by those people who work at A.I.M. and injected with a sample of Emil Blonsky's blood. When I was exposed to a dose of Gamma Radiation, I received the ability to transform the way you do and sometimes maintain my personality while in giant form…Hey I can still remember part of what happened while I was A-Bomb, I was just about to when I felt the sharp sting of an electric shock right before I collapsed."

"Then I smashed you and won." Hulk finished.

"You mean cheated." Rick reminded him "The Grandmaster must have rigged the fight just to ensure that not only you could win, but also to keep me here against my will."

"Then Hulk is glad to have best friend back." The green giant picked up his young friend and held him in a vice grip bear hug, which Rick returned despite being nearly crushed to death. As soon as he set him back down, a voice suddenly whispered "Hey Rick! Are you in there?" the two turned around to see a strange, metallic looking person hovering outside the window with what looked like rocket boots.

"Victor is that you?" Rick ran over to the window and sure enough, he did see Victor Stone hovering outside. "Oh man, am I glad to see you! How'd you get here?"

"It's great to see you too Rick. I got here through some interdimensional gateway that Loki must have had installed on Apokolips." Cyborg answered before noticing the other person who also occupied the room. "Oh, and this who I think it is?"

"Yes" Rick told him "This is a very old friend of mine, the Incredible Hulk. Hulk, this is one of my new friends Victor Stone, but you can also call him Cyborg."

"Cyborg?" Hulk was very curious, now he wasn't as intelligent as Dr. Banner but that didn't stop him from making friends with new people. "It's nice to meet you too big green man." Victor told the green goliath, then he turned back to Rick "I saw the big fight yesterday, and I even saw how the results turned out. I'm really sorry that you're stuck like this."

"Don't be" Rick told his friend "I just really hope that you can find to destroy this implant, whatever it really is…"

"Don't worry about it, I've done some quick research on these things and learned they're called obedience disks." Victor assured him "So until I've figured out a way to remove it, you just stick with the big green guy."

"That's fine with me." Rick agreed, he was to stay put with the Hulk for a while until a rescue came. But he also concerned with trying to get Hulk to change his mind about staying on Sakaar.

* * *

 **Meanwhile**

A great big Boom Tube opened wide over the atmosphere of Apokolips and out flew the Bioship that was piloted by M'gann M'orzz as she steered the ship, in camouflage mode, towards the landing docks. "So what's your story on your time on Apokolips?" Kyle asked their unnatural guest.

"I have been fighting against many a warrior in my time." Arachno explained "At one time I tried to rebel against Mongul, just as his former champion Dragaa had done. But then he threatened to destroy my planet with the same methods that he had used on any other fighter."

"That's horrible!" said M'gann.

"Don't worry about me." Arachno told her "The only thing that matters is getting back to Apokolips so I can get back at the one who was part of my humiliation."

"And who is that?" asked Donna.

"The one called Spider-Man." he replied, the others looked at him in surprise at the mention of their companion's name. "What do you mean by that?" Donna asked indignantly, she had never heard anyone speak that way about Spider-Man, and for one thing Kara was not going to tolerate someone badmouthing Peter like that.

"When he defeated me in battle, Mongul ordered him to kill me but he wouldn't do it." Arachno explained "So either he's just a coward or that he's too soft-hearted to take life."

"Spider-Man's a better person than you could ever imagine." Kyle told the warrior plainly and seriously "He's fought plenty of battles before in his life for almost four years, and not once has he ever thought of taking someone's life because he knows it's wrong to kill."

"Maybe so, but nevertheless he's still one of the people responsible for _my_ disgrace andhumiliation." Arachno retorted, before long the ship came hovering within the landing docks and just as the ramp was lowered, Arachno suddenly sprang out and raced towards one of the buildings which he climbed up and then disappeared.

"Arachno!" M'gann shouted after him.

"Forget about him, he's gone." Donna told the Martian girl "Let's just concentrate on finding our three missing friends."

* * *

 **Back at the Stadium**

Once again the crowds had gathered to watch a gladiatorial fight, while Loki and his cohorts gathered in the royal box to observe. "This is going to be the greatest day of our lives." Loki said to the Female Furies who were also watching the games.

Then the crowd cheered as their new favorite fighter stepped out into the arena in full view; Spider-Man, he was dressed in his battle armor from before and this time he was armed with a shield and a battle axe. he turned to face his next opponent who turned out to be Kalibak, armed with a very sharp sword and his traditional club.

"I have waited a long time for this arachnid." The eldest son of Darkseid gloated, the wallcrawler showed no sign of fear as he and his new opponent took to their places. Then Kalibak charged forward hoping to strike the young hero first, but then Spider-Man managed to land the first blow instead "What are you doing?" Kalibak demanded "Do you not know what will happen if you can't keep your word?"

"Oh I'm very aware of that." Spider-Man told him "I'm just warming up before you finish me off with the killing blow."

"Well I certainly intend to some fun myself." Kalibak told him "I'll make you suffer for ruining Loki's plans in the past and I will enjoy killing you." So the Apokoliptian lunged forward and his opponent to the ground, the crowd booed at the sight of their new favorite fighter being pummeled. Right at that moment, a cloaked figure slipped into the Stadium and secretly bond the guards to keep them from sounding the alarm, then he pulled off his hood revealing himself to be Arachno. "Soon I will get even with you Spider-Man, and have my honor back."

Just outside the Stadium, the three heroes, or as you would guess; Troia, Miss Martian, and Green Lantern (Kyle Rayner) arrived just as they heard the sound of the crowd cheering and booing "I wonder what's going on in there?" M'gann asked.

Before Kyle or Donna could answer, a whisper caught their attention "Psst! You guys, over here!" they turned to see a hooded figure crouched in an alley, so they went closer and the figure took off his hood revealing himself to be Cyborg.

"Victor!" M'gann rushed and hugged him tightly, he returned the gesture and before turning to his other friends "You have no idea what's been going on here." he told them about infiltrating the stadium and how Spider-Man refused to kill his opponent while the Grandmaster rigged the other fight so the A-Bomb could lose.

"That sounds awful!" M'gann exclaimed horrified, she couldn't believe that Rick was being kept here against his will "So where is Rick being kept on this planet?"

"Actually, he's being held on a different planet" Victor explained "I saw him being taken through an interdimensional gateway that Loki had built here on Apokolips, and followed them there." He went on to explain how Rick still had an obedience disc on his neck and that Arachno's planet was in danger of being destroyed.

"Then it sounds like we have our work cut out for us." Kyle told them.

"But where can go first?" Donna asked.

"Good question." Victor told her "I think you better go and see about saving Arachno's planet, I'll go and work on freeing Rick." They all nodded in agreement and went off in the directions where they needed to go.

Before too long, Troia and Green Lantern arrived at the base of Mongul's new death ray cannon, along with Miss Martian. They peeked inside to see Apokoliptian aliens hard at work in the base and operating on the death cannon "Keep a move on you slow idiots!" shouted the base commander "We need to get this cannon up and running in order to destroy the native planet of Mongul's former champion!"

The trio glanced at each other in shock and they knew that the commander was talking about Arachno's planet. "Well, it's now or never" Kyle told the two women "Got any ideas?"

Thinking quickly, M'gann concentrated until she managed to assume Mongul's ugly beastly, hulking form. Then she walked directly into the base center and went up to the commander who was very surprised to see 'Mongul' there. "Your excellency, I thought you were busy watching the match in the games?"

"Never mind that!" snapped 'Mongul' "There's been a change in plans…" but before he announce his change of plans, 'Mongul' grasped his head and cried out in immense pain "Sir! Are you alright?" asked the commander in alarm, but he was quite appalled when 'Mongul' suddenly changed into a strange green girl. M'gann had been disabled to hold that form for a few more minutes due to her pyrophobia, then all the base commander ordered his troops to open fire upon the intruder.

The blasts were then blocked by a green force field that protected the green girl, the troops looked up in time to two flying figures swoop down and strike them head on. Donna and Kyle had come to her rescue just in time and managed to take out the soldiers. As soon as he saw his chance, the alien commander slipped over to the counsel and was just about to activate the cannon when a silver rope wrapped around his waist and yanked him away from the counsel and he found himself hanging in midair.

"Tell us how to shut this thing off!" Troia ordered him, but the commander was not willing to tell her anything.

"Don't bother with him!" another voice called out, Donna looked up and saw Cyborg hovering in the opening where the cannon was sticking out. Next to him were two gargantuan figures; one green and one blue, the Hulk and the A-Bomb. "I've brought some help!"

"Rick!" M'gann was both excited and relieved to see her blue friend who grinned down at her, then together, the two Gamma Beasts leaped into the air and brought their huge fists down on top of the cannon smashing it to pieces.

"They did it!" M'gann squealed flying forward and hugging the blue gargantuan brute, the A-Bomb returned the hug while he was careful not to squeeze her too tight so much. Victor, Kyle and Donna all smiled at their success while the Hulk only grunted "Hulk was glad to be here."

"We're glad you were here too big green." Kyle told the green goliath, the young Lantern then turned back to the others "Let's go, we've got business!"

* * *

 **Back in the Arena**

Kalibak wasn't making it any easier for the wallcrawler as he kept on attacking him, however Peter managed to keep on dodging him. During the middle of their second round, the eldest son of Darkseid managed to break the wallcrawler's axe drawing in more boos from the crowd. Then before Kalibak could go in for the kill, something knocked him down from behind, Spider-Man looked up in surprise to see a familiar person step into full view. The person pulled off his cloak revealing himself to be Arachno "Time for some unfinished business fellow arachnid!" he snarled before lunging forward to grab his former opponent. Spider-Man dodged and grabbed the alien's arms before trying to reason with him.

"Listen to me, you have to stay out of this…" but Arachno grabbed him by his neck and started to squeeze. "I can't do that, if I did then my honor wouldn't be restored to me." Spider-Man finally got impatient and wrenched himself loose before tossing his former opponent against the wall of the Arena.

"But you have to! Or they'll destroy your home planet!" he shouted, finally getting his attention.

"What?" Arachno was stunned and shocked beyond belief. "But why?!"

"Because they meant business." Peter explained "So I promised I'd lose."

"You mean, that you would sacrifice your life just to save my planet?" Arachno protested "It makes no sense." Just then a large rock struck him from behind and he fell down to the ground unconscious, then Kalibak came strolling up to his young opponent and snarled "It's just you and me now arachnid." He struck Spider-Man across the face sending the young hero falling to the ground, the crowd was very horrified to see what was happening and they booed at Kalibak's misdeeds.

Kalibak just smirked "Hear what the crowd thinks of their new hero now?" he taunted, then he raised his sword high above his head "Game over." He said before bringing down his weapon to impale the hero. But just the blade suddenly broke and shattered upon impact against a green shield of glowing energy "Not yet!" a new voice called out, Kalibak looked up to see four individuals float down into the arena, three of which seemed familiar "We're going into overtime." Said the first who had conjured the shield with his power ring.

Cyborg came over and helped Spider-Man to his feet "We just destroyed the death cannon." He told the wallcrawler "Arachno's world is safe for good." Kalibak was very shocked and bewildered to hear that, but Spider-Man just grinned "Well, now it looks like all bets are off. You're mine!" he started towards Kalibak with clenched fists, but before he could get any closer to his opponent, another voice called out.

"No! He's mine!" they turned just in time to see Arachno run straight up and strike Kalibak on the jaw, sending the Apokoliptian flying into some rubble that came had fallen from the sides of the Arena. Then the former champion rushed over to where the son of Darkseid had fallen and started rummaging through the dubris when all of a sudden, Kalibak burst out of the rubble and snarled "You will regret that you filthy wretch!" he lunged forward and tackled Mongul's former champion, and the two went wrestling and rolling in the dirt.

"We should help him!" M'gann was prepared to join in on the fight when Spider-Man held her back "No, let it be a fair fight." He told her "Arachno can take care of himself." So the friends stood back and watched while Arachno and Kalibak duked it out. Up in the stands, the crowds were cheering wildly as they watched the turn of events _"Arachno! Arachno! Arachno!"_ but Loki and Mongul were not so pleased "What is happening down there?" Loki demanded.

"I'm just as surprised as you are." Mongul assured him "Do you want me to do something about it?"

"No, not now" Loki told him "But let us watch and see what happens."

Back down in the arena, Arachno had finally managed to gain the upper hand "This is for my people!" he shouted as he threw Kalibak to the ground, the eldest son of Darkseid was very disoriented from the impact as he got up again. "This is for my disgraceful humiliation!" he then struck Kalibak in the stomach several times "And finally, this is for justice!" he struck the final blow across Kalibak's face and the son of Darkseid fell down flat on his ugly face, the crowd cheered in victory but Loki was very furious "They may have won this round, but they haven't seen the last of us yet!" Mongul nodded his agreement as they continued to watch what was going on down in the arena.

Arachno stood over his fallen opponent trying to decide what to do with him, after a few moments he glanced at the others watching "No, I will not kill him. He does not deserve the honor, no matter what he's done to others, it will change me if I do kill him." The friends smiled at Arachno's change of heart before Spider-Man stepped forward to shake his hand "That's good Arachno, I hope you find your way back home while the rest of us find the way to ours." The alien warrior grinned before turning and going back the way he came to find a ship to get home.

"Come guys" said Spider-Man "let's go home."

* * *

 **Afterwards back on Earth**

"Are you sure about this Doc?" asked Rick, once they had all returned to Earth, he and the Hulk had helped to change back to their normal identities of Rick Jones and Bruce Banner. Now Dr. Banner had been shocked at the story of how he had been stuck as the Hulk for almost four years, but nevertheless he was relieved to be his normal, human self again. "Yes I'm pretty sure Rick" he answered "I just want to get on home so not can I return to my research, but also to see Betty again." Rick nodded in understanding, knowing that Betty Ross would be very happy to see Bruce again, M'gann stood next to him with her arm linked in his. They both watched as Banner stepped right through the portal and back to Earth-616.

Meanwhile at their apartment in New York City, Kara was very happy to have Peter back home again. She had been really worried when she heard that he had been captured and taken to Apokolips "Oh Peter, I'm so glad you're alright. I thought I'd never see you ever again." Then she hugged him tightly.

"Gosh Kara, when Loki sent Kalibak to bring me to Apokolips. I thought that I would never even get to see you or anyone else on Earth ever again, why when I was being blackmailed into one more fight…" he didn't get to finish because Kara had placed her hand on the back of his head and brought her lips up to his, kissing him as hard as she could. Peter was shocked at first, but he relaxed into it and returned the same passionate gesture when Kara broke the kiss, they gazed into each other's eyes "You know, I think it's a little awkward doing this right here in the middle of our own apartment, don't you?"

"Oh be quiet Peter, for once in your life." Kara replied before kissing him again.

* * *

 **Well there you have it folks! The last half of 'War World Hulk', wasn't it a cool ending to have Kara kiss Peter for the first time? Now I still plan to finish this story before too long, but just be patient and keep your fingers crossed (if you know what that means). There's plenty of adventures waiting for Spider-Man and his Amazing Friends just around the corner, sound off your thoughts in the comments section below!**

 **Will Friedle as Kyle Rayner**

 **Grey Griffen as Donna Troy**

 **Shemar Moore as Cyborg**

 **Yuri Lowenthal as Spider-Man**

 **Seth Green as the A-Bomb**

 **Danica McKellar as M'gann M'orzz**

 **Michael Dorn as Kalibak**

 **Troy Baker as Loki**

 **Eric Roberts as Mongul**


	17. Chapter 17: Good, Bad, and Ugly Part 1

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 17: The Good, The Bad, and The Ugly Part 1

 **Here it is folks! My newest chapter, and it's a two-parter just like the one before it. Only this one's mostly about Firestorm, and he's going to have his chance to shine just like the others, as you're all about to find out as you read this chapter.**

It was a very good day on Earth-616 for all agents of S.H.I.E.L.D., they were all going to attend a demonstration that involved the operation of an interdimensional probe.

"This is an exciting day, isn't it Director?" asked Agent Phil Coulson.

"No doubt about that Coulson" replied Nick Fury, the Director of S.H.I.E.L.D., he had arranged for this moment when they would all begin testing a brand new, inter-dimensional probe. They entered the auditorium where all S.H.I.E.L.D. employees had gathered to watch, Fury took a seat next to Coulson and Agent Maria Hill so they could all see it. Then the presentation began, a bright beam was emitted from the probe and a swirling portal was formed. All S.H.I.E.L.D. employees were amazed and astounded to see what a remarkable process this was, just then there was a loud noise coming from the back of the auditorium.

"What's that noise?" Fury demanded, his answer came in the form of several metallic robots crashing into the auditorium and flew towards the probe. Before Fury or anyone else could do anything, the robots snatched up the probe and flew away with it outside.

"What just happened?" asked Hill wonderingly, Fury and Coulson were just as shocked and confused as she was.

 **Pittsburgh, Pennsylvania; 9:16 AM on Earth-38**

It was a peaceful morning in Pittsburgh, the streets were lined with people who were going to work while some spent time with their families since this was also a Friday. It was also at this time that something exciting was taking place in a Big Belly Burger restaurant.

"So there I was, flying above the streets of Central City and before I knew it, I came across the Flash as he was battling with four of the Rogues again; Captain Cold, Heatwave, the Mirror Master and the Weather Wizard." Firestorm had been recounting his adventures to two teenage girls who had been listening closely. "Now even though he was super-fast, but he couldn't fight all of them at once when two more showed up; the Golden Glider and Captain Boomerang, now that last guy I just mentioned, he's better known for going on suicide missions with that other group." He sipped his soda and continued.

"I knew that the Scarlet Speedster could dodge blasts from both Captain Cold and Heatwave's weapons, knock down the Weather Wizard, and grab the Mirror Master's image projector with ease. But he couldn't do it with Golden Glider and Boomerang's interference, so I flew on down and snatched Heatwave's gun away so I could rearrange its molecular structure into a mega-sized flamethrower and opened fire on the rest of Captain Cold's team. Then Flash managed to take out Captain Cold and with my help, took the Rogues back to jail where they truly belonged."

The girls were completely amazed and astounded, they had never heard a story like that before in their lives. Right at that moment, there came a loud noise from outside prompting them to turn around and look. Sure enough, a huge semi-truck was seen careering recklessly down the street pulling a huge trailer, and it was in such a hurry that it knocked one of the cars that was close by flying into the front window of the café, which was the same window where the girls were seated.

Thinking quickly, Firestorm rushed over and pulled both girls out of the way just in time, now he may not have had super speed like the Flash, but he managed to get both the girls out of the way just in time. Then as if right on que, the car that got knocked sideways came crashing through the window, and landed right on the girls' reserved table. The Nuclear Man ran over to the wrecked car and opened the door to check on the driver "Are you okay man?"

"I...I'm fine" groaned the driver who was nearly injured by the impact of the crash, but then he jerked his head up as if in realization "You gotta stop that guy who was driving that truck, he's a madman!"

Firestorm looked down the street where the semi was going and looked back to the driver "Sure thing man" he told him.

Turning back to the girls, Firestorm cast them an apologetic expression "Sorry to fly off like this ladies, but duty calls." So with that, he turned around and ignited his flames and flew straight out the window, leaving the girls behind.

"So you didn't want to give him our phone number?" one girl asked the other.

As soon as he was out of the café, Ronnie Raymond aka Firestorm the Nuclear man lifted off into the air and a wild goose chase began. _"Remember Ronald, whoever was driving that truck, he might not be alone."_

"I understand Professor." Ronnie answered while he continued to follow the truck driver in hot pursuit, however his flight did not go unnoticed as the truck driver had an accomplice in the passenger's seat. As soon as the crook saw that they were being followed, he pulled out a handgun and started firing, but Ronnie managed to avoid all the gunshots while flying after them.

During the chase, the gunman pulled out a bazooka and aimed high at the Nuclear man to shoot him out of the sky, but Firestorm dodged that as easily as well. But a bit too soon, because then the shot struck the side of a building where a small family was passing by on the sidewalk when they saw the commotion.

"Daddy, why is that truck going so fast?" one of the children asked their father.

"People would drive that fast only if they were trying to get away from the law." Their father explained, just then there was a loud cracking sound and the family looked up just in time to see a large amount of debris falling straight for them.

"Look out!" cried the man as he shielded both his wife and kids from the avalanche that was almost upon them, but it never even touched them. They all looked up to a bright light around them and a bright-colored costumed, flame-headed man shielding them with an erected force field that seemed to dissolve the debris.

"Stay calm everybody, I'm turning the falling debris into liquid!" Firestorm called out as he continued melting the debris until it was all gone. The family smiled with relief as they expressed their gratitude to the nuclear man "You rock Firestorm!" one of the kids called out, Firestorm just grinned and saluted the kid before flying off after the criminals.

Before too long they came to a long-archway bridge where the men in the truck thought they had lost him for good, but they were proven wrong when all of a sudden, a huge blue gargantuan creature leapt in front of them and roared loudly.

"ARRRGGGHHH! A-BOMB SMASH!"

"OH MY GOD!" screamed the driver, trying to steer away from the blue titan who was really in fact, the A-Bomb. Right at that moment, Firestorm flew straight in from behind the truck and blasted the tires with his fireballs, causing the truck to fall on its right side and slide towards the edge of the bridge.

"Oh man, they're in trouble now!" cried Ronnie, upon hearing the nuclear man's exclamation, the A-Bomb rushed forward and grabbed the front of the truck just in time to keep it from falling while Firestorm pulled both men, who had been knocked out from the road slide, out of there. Just then, the trailer suddenly got detached from the semi and fell down towards the bay.

But just before the trailer could even touch the water, a green light suddenly enveloped it and started lifting it back up to the bridge. Firestorm and the A-Bomb were completely surprised by these turn of events, they both looked up to a very familiar person hovering overhead.

"Lose something?" asked Kyle, who happened to be the one who caught the trailer in midair before it could touch the water.

"Me and the big guy had this all under control!" Firestorm ranted, the Lantern turned to look at the mess on the bridge that had been caused by the chase. "So you did" he remarked before levitating the semi's trailer back up on the bridge.

"What are you doing here?" Firestorm asked.

"Responding to a police call." Green Lantern II answered as he set the trailer down and opened the back "I received a tipoff that someone had stolen some isotopes from Mercury Labs, and they had been caught on camera." He explained before they then turned their attention to the two men who were in the truck, and were now recovering as if from a long sleep.

"Ugh… where am I?" asked the first one who looked like he was of African descent, his associate was an adult Caucasian male. Both of them had blank looks of confusion on their faces.

"Okay, hold them up big fella." Firestorm told A-Bomb, the blue gargantuan being did as he was told, and as soon as he brought the thieves up to face level with his friends, Firestorm began interrogating them. "You two are responsible for stealing a vast supply of isotopes, why did you do that?"

"What?" both men had shocked looks of disbelief on their faces "What are you talking about?"

Now Kyle was even more suspicious "Let's see some ID." Using two hands of green energy from his power ring, he pulled out the men's wallets and examined them. "Professor Charles Foster and Dr. Frank Connors" he remarked "Never heard of them before."

" _As a matter of fact, it makes no sense for scientists to be stealing isotopes."_ Professor Stein's voice echoed inside Ronnie's head, Ronnie couldn't argue with the professor there, Martin had obviously made his point.

"Guys, something tells me that there's more to this than meets the eye." Kyle said seriously "Let's see if we can get to the bottom of this."

 **Later at Mercury Labs**

"What you're saying sounds completely incredulous!" exclaimed Professor Alastair Andrews, head of Mercury Labs "I never imagined two of my most trusted, and best colleagues would do such a thing."

"Yes, it's really hard to believe Professor." Kyle answered "But as far as we could tell, both of them were obviously in denial or just couldn't seem to remember doing what they did. Could it be possible that someone brainwashed them?"

"Well, that's an understatement" said the professor "However, if they were brainwashed, then it stands to reason that until it can be proven, they will have to remain in police custody."

While they were still talking, A-Bomb and Firestorm were looking over and admiring the lab equipment. Once or twice the Gamma Beast tried to pick something up, but the Nuclear man wouldn't let him "Leave those things alone big man" he said "You know better than to touch things that don't belong to you."

At that moment, Green Lantern II was reading through the files on Charles Foster and Frank Connors "So was there anything these two were working on before they committed a felony?"

"I'm afraid that's classified" said another scientist who took the files away from him, now this lady was of Mexican descent and looked very, very cross. Just then A-Bomb stepped over to a wooden crate with the lid opened halfway, Firestorm could've sworn that he saw what looked like a metal arm "Wonder what they have in here big man?"

Right at that moment, the Mexican woman walked straight up and slammed the lid shut, then glaring at Firestorm before pointing at the crate's lid which had these words printed on it: DO NOT OPEN THIS CRATE!

"Oh, sorry about that." Firestorm apologized before pulling the A-Bomb away.

"Gentlemen, you really must excuse my assistant, Dr. Rivera. She can be a bit impatient sometimes." Professor Andrews explained "Now if you will please excuse us, we have much work to do."

"Okay, thank you for your time today." Kyle told him.

 **Afterwards, in the public park**

After the brief visit at Mercury Labs, the three heroes went out to the park, mainly because Firestorm wanted to get some hot dogs and hamburgers. But then a crowd of children came over to see the A-Bomb who was willing to pose for a few pics with them, Firestorm also came over just so he could sign a few autographs, much to Lantern's disgust.

"Don't you guys have anything better to do?" asked Kyle "We're supposed to be doing an investigation."

"Oh we've got plenty of time for that." Firestorm answered as he and A-Bomb went on signing autographs and doing tricks for the crowd of children. Kyle just shook his head and right in the middle of the park, a loud voice cried out "Something's flying straight overhead!" the crowd turned to look at what was happening and sure enough, a strange flying figure was seen overhead and looked nothing they had ever seen before.

"Stop that thing!" cried the police chief who had just arrived on the scene with his men, they all tried to catch it with several large nets, but all at once the figure seemed to phase right through them, much to the cops' dismay.

"Wow! A chase scene!" said Firestorm "Time to be on the job!" then before anyone could even stop him, the nuclear man took off into the air and left his teammates behind. _"Ronald, I don't think it's a very good idea to leave your partners behind."_

"Oh come Prof!" said Ronnie "We can both take care of this before they know it."

Back in the park, Kyle was trying to pull the A-Bomb away from the children, but the Gamma beast wouldn't budge "Come on A-Bomb!" urged Lantern "We've got to catch up with Firestorm before it's too late."

"We can catch up with burning man later." A-Bomb growled before turning back to the kids who were very glad to have his attention.

Back with the chase, after the flying figure had evaded all the cops, the Nuclear Man finally caught up to it and had a very closer look at it. The figure clearly resembled an adult male with a muscular build and dressed in a green suit with red gloves and boots, but it had a red face with green on the top and back of its head, followed by a yellow golden cape on the back.

"Now that's something you don't see everyday." Ronnie remarked before continuing his pursuit, the figure up ahead flew straight on until it suddenly phased through the wall of a business building, but that didn't stop Firestorm from doing the same thing. Luckily, there wasn't any employees close by when that happened, so Firestorm continued the chase through the other side of the building without any interruptions.

Before long, they came to a power plant where there were plenty of coworkers close by _"Remember Ronald, we don't want to endanger any power plant workers who might be in the way. This place is highly stable with radiation."_

"Trust me, I've got this under control Professor." Ronnie assured his mentor before following the colored figure into the power plant, along the way Firestorm managed to absorb some radiation and fired a blast at the strange flying figure, knocking it or him down to the ground.

Firestorm flew down and landed right where the figure had fallen and placed a hand on his shoulder "It's okay buddy, they'll have you back behind bars before you know it." Suddenly the figure jerked himself around and swatted the nuclear man's hand away "Keep your hands off me, you filthy metahuman!"

"Say what?" asked Firestorm in shocked surprise and backing up a few feet backwards, then to his utter amazement, the figure stood straight up and looked completely unharmed, and then disappeared into the ground. "What just happened?" Firestorm asked himself in bewilderment.

" _Frankly, I don't think he was a meta or an alien at all."_ Stein told him _"As far as I could tell, he looked more like an android than a person."_

As Ronnie just stood there and let all this information sink in, but he failed to realize that someone happened to be on the roof behind him. However, this person was armed with what looked like a bazooka that had a telescope. It was the same woman who worked at Mercury Labs, Dr. Rivera. She pulled the trigger and fired an atomic blast that stretched very far to the ground until it hit Firestorm, knocking him unconscious.

Now for some people, you can sometimes experience some dreams and/or visions while you're asleep or unconscious. Other times, it can happen while you're drunk. But with Firestorm, right after he had been rendered unconscious, he began to have some very disturbing hallucinations; First, there was the part of his origin when Ronnie and Professor Stein first fused together as the Nuclear Man. Second, Firestorm was flying through the air until he was extremely overweight, then he came across three different mirrors in the middle of the road that showed three different versions of his reflection being his regular self, having an enormous head, and looking extremely skinny. Third, he experienced great terrible pain where he felt his hands changing until they ripped through his gloves and looked like they were made of metal, the same thing happened to his face, his legs, and the rest of his body until he looked like a robot on fire.

Then the hallucination changed to where he looked just like a marionette on strings, and he was falling down into a deep abyss. Then all of a sudden, there was a bright light and the nuclear man woke up to find himself inside what looked to be a prison cell, and several prisoners were around him on both sides.

"Hey don't just lay there!" growled one of the men who were also in the cell "The cops want to have a word with you."

Then all at once, Firestorm was yanked off the floor by two pairs of hands and hauled out of the cell in handcuffs. He secretly thought of melting the cuffs and escaping, but the Professor caught on to that errant thought in Ronnie's mind.

" _Not now Ronald"_ Martin warned his partner _"Let's wait and find out how we ended up here in the first place."_

Ronnie relented and let the jail guards lead to the interrogation room where two detectives were waiting "Well, well, if it isn't Firestorm the Nuclear Man" sneered one of them who was called Marc Webb. Firestorm was feeling a bit nervous about what was going on here, he was quickly escorted to a chair in front of a table and sat down.

"Do you know why you're here?" asked Detective Webb.

"No, not really." Firestorm answered "I don't even know how I ended up here in the first place."

"Well, here's how you did." Webb then switched on a tv set that displayed some footage of what looked like Firestorm robbing an isotope truck. The Nuclear man was very shocked to see a recording of himself stealing isotopes, but Detective Webb looked very satisfied with a devious smile.

"Now do you see what I mean?" he asked, hoping that Firestorm would finally be incriminated for good.

"Wait a minute, I don't remember robbing a truck!" Firestorm objected "The last thing I remember was getting hit from behind and rendered unconscious." The detectives exchanged looks of disbelief before the other detective named Emil Roberts stepped forward and poured a cup of coffee.

"Well, if you can't remember anything that happened, then there's got to be a more simpler explanation." Roberts told him.

"I believe there is" said a familiar voice, they turned to none other than Earth's secondary Green Lantern of Sector 2814 come into the room. "First off, I'd like to vouch for Firestorm."

"And what makes you think we'll just let you walk out of here with a felon who used to be a hero?" demanded Detective Webb.

"It's very simple." Kyle answered "If he even _was_ a felon, then he would have resisted and escaped by now." The detectives exchanged glances before turning to Firestorm and taking off the handcuffs.

"We'll let you go…for now" said Webb "but if there's anymore out of you…"

"If there's anymore trouble, then we'll lock him up for good" said Roberts sternly, then turning to Green Lantern II "I'm sorry about all this Lantern, as soon as you and your friend take your leave, you will have 24 hours until tomorrow evening to find any sort of evidence to prove that your friend is innocent."

"Sounds okay with me." Green Lantern II answered before he and Firestorm turned to leave the police station.

Once they stepped outside the building, it was nighttime and Firestorm was very much relieved "Thanks man, I guess I owe one for getting me out of there."

"Actually, you owe me big time for taking off ahead and getting yourself arrested like that." Kyle berated him indignantly, Firestorm flinched a bit at his teammate's reaction and put his right hand on his left hand. "Now tell me, what's the last thing you remember before waking up in a prison cell?"

"Well…" Ronnie scratched his chin for a moment "Before I wake up and get confronted about something that I don't even remember doing, I'm chasing this strange flying figure that Professor Stein deduces might be an android." Kyle raised his eyebrows in bewilderment while Ronnie continued his story "Then I finally catch up with him and he tells me to leave him alone before disappearing into the ground, and then I get struck from behind by some unseen force and that's it."

"Wait, slow down" said Kyle "You said that the professor deduced that the flying stranger might be an android?" Firestorm nodded "That it suddenly disappeared into the ground? Do you honestly expect me to believe that?!"

"Hey, I wasn't expecting you to believe anything!" cried Firestorm.

"Then let's go back to where you last saw this "android" and see if we can find out what this is all about. But together this time." Kyle told him grimly.

"I most likely agree" said a gruff voice, the two teammates turned to see the A-Bomb emerge from an alley where he had been waiting all day. "You have no idea what I've been through big fella" said Firestorm.

The three of them set off towards the city park where SWAT teams were still out on a search for the mysterious, flying stranger. Green Lantern II scanned the air with his ring before scanning the ground, where he saw something "Hey guys, come over here." A-Bomb and Firestorm came over and both saw some unusual, unfamiliar footprints.

"Looks like we've found our mysterious android." Kyle told his teammates, they followed the footprints until they came under a bridge. There, Kyle shined his light and sure enough, the strange flying figure from earlier in the day came out into full view. The figure was so startled that he fired a golden optic blast from his forehead that the heroes had to dodge, Green Lantern II quickly raised his ring and fired an energy blast that went right through the android and struck a tree in the park's background. The android looked at the tree behind him in surprise before turning to his pursuers "If someone had been there when that happened, then there would have been some terrible consequences."

Green Lantern II was completely shocked and surprised at the sudden change of development "Okay,…so he _can_ do the things you said he did." He told Firestorm before turning back to the android "Who are you, and why are you here?"

The android stepped forward "I am called the Vision" he replied "I'm here on behalf of S.H.I.E.L.D. to undergo a secret mission."

"SHIELD?" asked Firestorm "That sounds like something that Spider-Man told us about before."

"If you know Spider-Man, then you should know that this is very important." Vision told the nuclear man, then he went on to explain the reason he was here.

"About a month ago, all employees of SHIELD were attending the demonstration of an interdimensional probe, part of something called 'Project Cybertron'. During that time, I was on duty along with several coagents when all of a sudden, the alarm flared. We rushed down to the physics lab and discovered that it had been ransacked, and some certain valuables had been stolen; a miniature interdimensional device and a mind control helmet."

The three friends stared at each other for a moment then turned back to the Vision who continued with his story "Then I checked the security cameras and found out that this crazed, power-mad AI named Ultron had indefinitely come back online. Even though, we had found out that he was responsible, we couldn't prevent his escape on time." He paused for a moment before continuing "Ultron has sworn revenge on not only the Avengers, but also every living organic thing or being on Earth-616."

"So that's why you're here?" Firestorm asked.

"Yes" Vision answered "I've come to stop him, and keep him from carrying out his personal threats."

"If it's true that he's got a mind-control device with him, then that would explain the strange isotope thefts." Kyle said before glancing at Firestorm and adding "And not to mention, your memory loss."

"Ultron will need those isotopes to power up his devices, and his new robot crew." Vision reminded him fearfully.

"So any idea on where he is right now?" asked Firestorm, Vision took out a remote device and pointed it to a bush that shimmered until it was revealed to be a hologram hiding a vehicle that Vision had brought with him to Earth-38. Then the android opened a briefcase and pulled out a file of great importance "My recent investigations showed that Ultron recently had an email correspondence, with one of the local scientists that work at Mercury Labs, Dr. Maria Rivera."

The three members of the Prime Avengers stared at the contents of the file for a moment, including the picture of the same woman who worked at Mercury Labs. "I had a snaking impression that was something weird about that lady." Firestorm remarked.

"We've got to call the others." Green Lantern II told him.

"Why? you think the four of us can't handle one stupid old robot?" asked Firestorm "No offence" he said, turning to Vision who looked slightly annoyed to say the least. "But it'll be a piece of cake, or cobbler!"

"Wait! First you must…" Vision began, but the Nuclear Man already flew out of sight. "He's really impulsive."

"Yes, that is true" said Green Lantern II "But what were you about to say?"

The Vision reached into his briefcase again, this time pulling out a strange looking helmet "These helmets will protect us from Ultron's mind control." Green Lantern II put on the helmet while Vision gave the A-Bomb another one "Come on, we better catch up with that dope before he gets into more trouble."

Meanwhile, Firestorm had flown all the way back to Mercury Labs and melted down the door so he could go inside. _"You know Ronald, I think it would have been much wiser to hear what else Vision had to say before coming back here."_

"Come off Prof, you worry too much." Ronnie scoffed before venturing inside to the main lab, along the way he found a ransacked office, which he guessed that belonged to Professor Andrews. Then he entered the main laboratory and started to search the whole place from top to bottom, he came across the same crate that he and A-Bomb had peeked into earlier and was surprised to see it empty.

'If this is the same crate that Ultron was hiding in earlier, then that must mean he's up and about. But he might still be here.' Firestorm thought to himself, then he went to another part of the lab where he found all kinds of strange equipment that he had never seen before "Don't move" said a voice from behind him.

'That must be Rivera' he thought to himself, thinking quickly he charged up his nuclear energy and heated up the whole room so much that Dr. Rivera was starting to break a sweat. Then in the blink of an eye, Firestorm flew to the other side of the room before Rivera could shoot him, and melted down the gun.

"How did you do that?" asked Rivera in complete disbelief.

"You missed me." Firestorm answered grinning "Now where's Ultron?"

"I don't know what you're talking about." Dr. Rivera answered indignantly.

"Don't get cute or innocent with doc!" snapped Firestorm sarcastically "I'm talking about Ultron, your great big shiny robot pen-pal…Ugh!" he was suddenly cut off when two big robots grabbed him, and pinned him on the table in the middle of the lab. "Hey! Who the hell are you guys?"

"They are called the Metal Men" replied a raspy, metallic voice that gave the Nuclear Man chills down his spinal cord, out of the shadows stepped the biggest and tallest android that he had ever seen. "And this is for sticking your nose into places where it doesn't really belong." The android then struck Firestorm in the stomach, knocking him out cold.

Then the android, or as you might have already guessed, Ultron moved over to the other table in the room and put on his newly, acquired mind-control helmet. "Ah, foolish humans they're so easily deceived. Aren't they doctor?"

Before Dr. Rivera could answer, part of the wall behind them suddenly exploded. Ultron immediately turned around in time to see three figures enter the room; the Vision, the A-Bomb, and Green Lantern II all decked out in helmets and heavily armed.

"Stay right where you are, and don't move Ultron!" commanded Vision.

"Vision." Ultron growled out "You're such a fool to come here."

"You can't control either of us while we're wearing these." Vision reminded him, pointing to the helmets.

"Actually, I wasn't thinking of controlling you." Ultron answered before turning to the subdued Firestorm and the dot on his helmet began to glow, and then all at once, Firestorm suddenly sat up with a blank expression on his face. The others were a bit uneasy at the sudden development 'What has that blasted android done now?' Kyle thought to himself.

"Destroy them!" Ultron commanded, the Nuclear Man leaped off the table and flew towards his own friends with flaming hands ablaze. A-Bomb and Vision were literally knocked off their feet with an atomic blast "Should have seen that coming." Green Lantern II murmured. He looked up in time to see an out-of-control Firestorm flying straight towards him, the young Lantern conjured up a circular shield to block the nuclear blasts and formed a long line of green energy to knock down the Nuclear Man.

Firestorm got back up again, only this time, he grabbed two metal poles and rearranged their structures so they would look exactly like handguns. He opened fire at his Lantern friend who blocked all the shots by surrounding his body with green energy.

"Come on Firestorm, snap out of it!" urged Kyle, while this was happening, Ultron and his associates watched all of it with amusement. "I believe it's time to go my dear" he said to Dr. Rivera taking her by the arm. They went to a back room down the hall, at the other end of Mercury Labs.

The deranged, mind-controlled Firestorm continued his assault on Green Lantern II until the A-Bomb got up recovering from the nuclear blast, and when he saw what was going on. He rushed forward and brought his hands together hard, causing a loud thunderclap that knocked Firestorm against the wall. Kyle then went to check on Vision, who was still a bit winded from the assault. "Are you okay?" asked Kyle.

"Well, yes I… look out!" cried Vision pointing in the other direction, Kyle looked up just time to a recovered Firestorm flying towards them with his hands all ablaze.

"I hate to do this man." Kyle warned, he drew back his fist and socked Firestorm square in the jaw. The nuclear man fell down against the floor, and on his back out cold and was down for the count "Sorry pal, but I had no other choice." Green Lantern II said seriously, Vision picked his weapon and went down the hall to the back of Mercury Labs.

Meanwhile, Ultron and Dr. Rivera had finally finished installing what looked to be a brand new generator "The machine is ready to start downloading the virus at full hundred percent." Dr. Rivera informed.

"then we shall take our leave at once." Ultron replied as he and his feminine accomplice mounted his speeder bike.

"No! not this time!" cried Vision coming into the room and aiming his weapon, he opened fire but the shots were blocked by some kind of deflector shield, much to his dismay. "I apologize for the hasty exit, but I've got another of New York to destroy!" Ultron called out before pressing a button that activated the generator, a huge amount of atomic energy began to spread out. Then Ultron and Dr. Rivera disappeared through a swirling vortex.

"NO!" cried Green Lantern II, flying into the room and tried to stop the energy from spreading, but it was much too late. The energy couldn't be halted in its tracks either by Green Lantern II's power ring, or the Vision's optic lasers, it just spread out further. Even outside of Mercury Labs, into the city and all around the whole world, the energy didn't stop until it had infected the worldwide web.

 **So what's going to next I wonder? Are the rest of the Justice League and the Spider-Friends going to get involved? Or will Ultron get what he wants?**

 **I apologize for taking so long to get this done, but I'm just about in of a hiatus, you know, a temporary break. Just so I can focus on other things, but don't worry, I'm still planning on completing the last half of "The Good, the Bad, and the Ugly" before this month is over. And sometime before the Holiday season starts, I plan to update another chapter on "TOTALLY SPIDER-MAN" just pick up where the other left off. Then, for an added bonus, I'll start a short fanfic that's based off of the time-travelling adventure in "The Once and Future Thing" starting right after the end of my eighth chapter in this story.**

 **Starring The Voices of:**

 **Will Friedle as Green Lantern II**

 **PJ Byrne as Firestorm**

 **Stephen Tobolosky as Professor Stein**

 **Seth Green as the A-Bomb**

 **Frank Welker as Ultron**

 **Peter Cullen as the Vision**


	18. Chapter 18: Good, Bad, and the Ugly Pt 2

**JLU SPIDER-FRIENDS VOL. I: THE JOURNEY BEGINS**

Chapter 18: The Good, the Bad, and the Ugly Part 2

 **Now begins the new chapter, and I had recently heard the of Stan Lee's death before I finished the last chapter. That's a pity because now he won't be filming any more cameos in future Marvel movies, but his name will live on forever.**

Meanwhile just as the strange energy was spreading out, an alarm was sounding off in the Triskelion. Victor Stone aka Cyborg was the first to perceive the danger and checked the computer monitor "That's odd" he thought to himself "I've never seen anything like that."

"What is it Victor?" asked Donna coming over with Spider-Man and Miss Martian.

"There's some kind of energy readings that I've never seen before." Victor told her "As we speak, it's spreading out from Pittsburgh, Pennsylvania." The others looked at the screen and were horrified to see what was happening.

"We'd better alert the League about this right now." Spider-Man told him urgently, Cyborg nodded in agreement and quickly typed in a distress signal, and sent it up to the Watchtower. At that same instant, the energy washed over New York and shut off all the power throughout the city. All except, the Triskelion that was located on an island near the Harbor.

"Is that what I think it is?" asked M'gann fearfully.

"Yes I'm afraid it is." Victor answered "I believe it's some kind of network virus that's just shut off all the power, not only on the internet. But also across country and the whole world."

"Then how come the Triskelion is still online?" Donna asked curiously.

"I guess the only reason is because this place was built with materials that aren't from this world." Spider-Man explained "Victor, do you think you can contact the Batcave and if anyone's home?"

"I can do that." Victor answered, so he hacked into the system and found that it was functioning. Donna was prompted to ask one question "Victor didn't you say that the strange energy was coming from Pittsburgh?"

"I sure did, I suspect it some kind of network virus." Victor said "Now why do you ask?"

"That's where Green Lantern II said he was going when he responded to a police call, the A-Bomb went there too." Donna explained, M'gann grew a little concerned when she heard that, she knew that A-Bomb had also gone to Pittsburgh to help the younger Lantern with a case. But she also worried about him so much.

Donna, on the other hand, had another idea. She put a hand to her communicator and said "A-Bomb, Lantern, Firestorm, come in. What has happened in Pittsburgh? Do you require our assistance?" there was no answer, and the others were getting very concerned, especially Miss Martian.

"Lantern, Firestorm come in! do you read me?" Donna asked out loud, but there was still no answer.

"Now something's not right here." Spider-Man told them "Either they're just not answering or the power's also been shorted out in Pittsburgh."

"Then we've got to find them." M'gann urged "Before it's too late." The other three nodded in agreement and they went to the Triskelion's hanger where they kept Miss Martian's Bioship. the four of them got into the ship and took off to Pittsburgh in order to investigate the strange occurrence.

As soon as they had arrived on the outskirts of Pittsburgh, the quartet were shocked to see that the city looked completely deserted with no signs of life. There was no sound of the traffic in the streets, the lights were not all on inside the buildings, and there were no pedestrians on the sidewalks.

"What happened here?!" gasped M'gann, the others were at a loss for words. Victor scanned the city for as much as he could but to no avail "There's definitely something wrong here." he told them as soon as he was done scanning.

Spider-Man looked skeptical "Okay, M'gann do a telepathic sweep and see if you can find anyone or anything." So the Martian girl did a quick scan of the city with her telepathy but she was shocked to feel nothing, not even the presence of her three teammates who were in the city.

"I've got nothing" she told the others "I just don't understand the reason."

"Then we'll have to contact the Bat-family in Gotham." Spider-Man told her "And see what they say about it."

* * *

 **Elsewhere**

Meanwhile at Mercury Labs, the Vision and the three younger heroes were laying on the floor, after knocked out from the outburst of energy. Green Lantern II was the first to wake up and got up off the floor, and uncovered his friends from a green extension of energy from his power ring that protected them all from the network virus' expansion. A-Bomb also got up from the explosion and shook the dizziness out of his head "Wha…What happened?"

"We just got overwhelmed by a sudden expansion of unusual energy, that's what happened." Kyle answered, the Vision also got up and looked around "It seems that Ultron got exactly what he wanted." He told his companions "That 'unusual' energy was the spreading of a highly advanced, network virus."

"Well that really explains the whole situation." Green Lantern II remarked before looking down at Firestorm "Is he gonna be okay? Recently, I hit him so hard that he hit his head on the floor."

"Perhaps this will help." Vision took off his own helmet and put on Firestorm's head, the helmet glowed for a moment until the Nuclear Man finally regained consciousness. All at once he bolted upright and exclaimed "Huh? Wha…What's going on here?!" he looked around and saw his friends staring down at him, and he immediately realized what had happened. "Aww man, not again."

"As it would appear." Kyle told him "That stupid old robot managed to escape, no thanks to your shenanigans." He helped Firestorm off the floor and the quartet went to the back room, Vision took a closer look at the generator "It seems that the schemes of Ultron have begun to reach their fullest."

"What's that suppose to mean?" asked Firestorm indignantly.

"It means that sooner or later, while he is in the middle of conquering this world, he will also destroy another." Vision explained gravely "Now come, we must set out to find Ultron before it's too late."

* * *

 **Meanwhile**

"So far, there's been two surges of powerful energy." Batgirl confirmed over the audio communication system on the Bat-Computer. "The one in Pittsburgh is where the network virus spread from, while another one seems to be coming from some place in Romania."

"But which part of Romania is it?" asked Donna.

"I think it's near Bukovina." Nightwing answered "We'll send these coordinates and we'll rendezvous with you there."

"Okay, see you soon. Over and out." Spider-Man told him, then the wallcrawler turned back to the others. "Alright guys, it's time for a little trip to Romania."

"Alright let's go!" said M'gann excitedly, the four of them climbed aboard the red Bioship and took off for Bukovina, Romania. Before too long, the vast Romanian countryside came into full view, then Cyborg let out a whistle "Wow! Romania sure looks beautiful this time of year."

"I couldn't agree more Victor." Donna told him as the ship landed on the outskirts of Bukovina and they all piled out. Then the Batwing arrived on the scene, and then Nightwing and Batgirl joined them "So…you guys got here just in time."

"That we did." Spider-Man answered "And I believe that we're going to Earth-616."

"Then what are we waiting for? Let's go!" M'gann said excitedly, so Cyborg activated an interdimensional vortex and the six of them stepped right through.

* * *

 **Back in the USA**

Meanwhile Vision, A-Bomb, Green Lantern II and Firestorm had searched for Ultron and his accomplices through several cities in a few states including; Pittsburgh and Philadelphia in Pennsylvania, Boston and Salem in Massachusetts, Newark and Trenton in New Jersey, and then finally Wilmington and Rehoboth Beach in Delaware. But each city was just as deserted as Pittsburgh, empty and not a single soul in plain sight.

"Where is everybody?" Firestorm demanded "We've looked everywhere and still no sign of Ultron."

"Oh come off it Hot Rod!" Kyle snapped "We've only looked through most of the Northeastern States and we still haven't even looked through New York City."

"Well…that's a very good idea." Vision told them "Because that's where the World Assembly is located." The two young men looked at each other and then nodded in agreement with the android. So they headed over to New York City where they could find the World Assembly.

Before too long, the quartet arrived at the exact place where they found a great crowd had gathered inside the building. Not in the meeting room for the United Nations, but in the large gathering hall where every person from all the cities they had searched before were gathered in a vast multitude, forming a circle around a large platform upon which stood the very people they were looking for; Ultron and Dr. Maria Rivera.

"Hear me people of Earth!" the silver android bellowed "Tonight the time has come for all organic life forms to make way for the dawning of a new age, the Age of Ultron! And everything that is metal!" the whole crowd cheered and roared with applause, the four heroes silently slipped into the crowd and watched as Ultron continued giving his speech.

"Say, how many of those helmets do you have left." Firestorm asked.

"Only two." Vision answered.

"That's not going to be enough." Firestorm lamented, they continued to observe the whole thing as Ultron went on with his speech.

"Further more, it stands to reason that your own kind, the human race has gone on violating everything; they have developed weapons of war, polluting the skies with nuclear explosions, the seas with garbage and the ground with toxic wastes!"

"Hey! That's not entirely true!" Firestorm objected, but Green Lantern II nudged him with his elbow. "Hot Rod! Don't provoke the supervillain!"

" _Whatever you do Ronald."_ Professor Stein's voice echoed inside the Nuclear Man's head _"Don't antagonize Ultron so much!"_ but both warnings went unheeded as Ronnie continued to shout "Hey metal man! Why don't you go fly out into space and blow up an actual space station!"

Ultron looked out at the crowd and saw the heroes "Soldiers and citizens! Destroy those intruders at once!" first the mesmerized people turned around and advanced on the heroes chanting "Destroy them, destroy them."

"Couldn't keep your mouth shut could you?" growled Kyle impatiently as the mind-controlled citizens surrounded them all, the Vision and Green Lantern II quickly formed a ditch with beams from Vision's forehead and Kyle's power ring, that barricaded them from the surrounding crowds.

"I'm going after Ultron!" said Kyle in desperation, he quickly lifted off into the air and headed straight for the villains' direction. "Riot!" shouted Ultron "Thunderclap! Dreadnought! Berserker! Stop him!" in an instant, four differently shaped robots, each armed with a different arsenal of weapons, flew up and intercepted the secondary Green Lantern of Sector 2814.

"Hey! Out of the way scrap buckets!" yelled Kyle as he formed the constructs of a machine gun, a laser cannon, an axe and a sword to ward them off. The one called Riot brought out his own weapons, a flail and a scythe, forcing the Lantern to form the construct of a shield to block the strikes. Then two of the other ones that were called Dreadnought and Thunderclap, opened fire with their own laser cannons, this time forcing Kyle to dodge Riot's strikes while blocking Dreadnought and Thunderclap's fire shots at the same. Just as the robot called Berserker was about to make his move when all of a sudden, a great big blue shape collided into him, causing both of them to crash into the ground.

"What the hell?!" cried Berserker getting up to see what hit him, what he got next was the sight of a huge blue gargantuan creature that struck him between the eyes, and he was sent sprawling into a brick wall. Enraged, the android got back up and charged at his offender "You'll regret that you freak!" he lunged forward, only to get his circuits pulled right out of his abdomen and his throat, Berserker howled in pain as the A-Bomb continued ripping him apart.

Just as Kyle had finally finished with Riot, Dreadnought and Thunderclap, he turned around and realized that they were too late "Darn it! Ultron got away while I was busy fighting with these guys." He berated himself.

Meanwhile, things were getting very intense with the crowd. The mesmerized civilians were continuing to close in on Vision and Firestorm, pretty soon the same girls that had been with Firestorm at the café earlier that day, started to close in on them. Vision charged up his optic beam to open fire, but Firestorm cut him off "Wait! You can't just shoot them!" he objected.

Turning to the mesmerized teenage girls, the Nuclear Man tried to reason with them "Hey ladies, can't you recognize me? I saved your lives this morning." But the girls paid him no heed because just like the rest of the people, they were under the influence of the mind-control.

Vision stepped forward and put a hand on Firestorm's shoulder "It's no use, those girls can't listen to you as long as they are being controlled." He explained carefully, Firestorm couldn't believe it.

"But isn't there anything we can do?" he asked miserably.

"Well, we _can_ help them by tracking down Ultron and eliminating his threats." Vision explained earnestly and reasonably, Firestorm was about to object when Professor Stein's voice spoke inside his head _"He's right Ronald, we can't do much good for these people here. but we can help them by finding Ultron and stopping him in his tracks, once and for all!"_ Ronnie thought for a moment before nodding in agreement "Alright, let's go. But first we've got to evade the crowd without hurting them." So that is what they did, with Firestorm forming a circle of flames around them to keep the people away, then they took off into the air and didn't come back down until they were far away from the crowds. Then they met up with Green Lantern II and the A-Bomb who had both finished their fight with Ultron's drones.

"We lost track of Ultron while we were fighting his robotic cronies." Kyle told them "I just can't tell how he's planning to destroy Earth-616."

"I think I know how." Vision told him "I believe that he's heading for the air base on the outskirts of the city."

"Then that's where _all_ of us are headed!" said Firestorm with determination, the Vision and Green Lantern II both nodded in agreement with him, while the A-Bomb just grinned at him. So the four of them set out to find and apprehend Ultron at the Pittsburgh Air Base on the outside of town.

* * *

 **Earth-616; Washington, DC**

"It feels so nice to be back here." Spider-Man told his compatriots as they stood on the edge of a building, overlooking the capital of the United States in his old homeworld. Batgirl, Nightwing, Troia, Cyborg and Miss Martian all nodded their heads in agreement, they all knew what it was like to be away from your old home for so long.

"We all know what you mean." Nightwing told him "But let's get a move on, especially if you want to find SHIELD Headquarters."

The group went inside the Bioship, and took off while it was still in camouflage mode, but no one suspected that someone was actually following them and was not far behind.

"I've always wished to visit Washington, D.C." M'gann told her friends.

"Yes, it's everyone's wish to visit this place." Donna told her "But we need to press on, we mustn't waste time." No sooner had she said that when all of a sudden, the ship shook on impact from something very hard. Quickly, Cyborg checked the side screen and saw that SHIELD aircraft was following them.

"Holy crap! There's some government aircraft following us!" he exclaimed, Spider-Man moved up to the side screen and looked closely at their attackers "Those aircraft are from SHIELD." He told his friends "They must think we're spying on the country."

"Then we've got to convince them that we're friends." M'gann told him urgently, so she brought the ship to land on the roof of a building where they could be out of sight, the SHIELD aircraft also landed and the pilots piled out. The team also got of their ship and had their hands raised in the air since the SHIELD agents were heavily armed with guns.

"Spider-Man?" asked one of the agents, the wallcrawler nodded before the agent pulled out a radio transmitter and pressed a button on the side of it. "Coulson! We've found some interlopers who might be here to spy on the country, what's more is that Spider-Man is with them."

"What? That's not true!" cried Batgirl in protest "We're here to investigate some mysterious occurrences that started when a mysterious network virus spread from Pittsburgh on another Earth where we're from!"

That got a reaction, the agents all stared at her for a moment before exchanging glances. Right at that moment, a quinjet came flying up to the very same building they were on. When it landed, out stepped one of the very few persons that Peter Parker had never expected to see again. "Good afternoon Spider-Man, not once in a lifetime did I ever expect you to be back here so soon."

"Same here Coulson, now you should know that there's been a slight, unfortunate misunderstanding about all this." Spider-Man answered as he started to explain "First of all, my teammates and I are _not_ here to spy on the country, we've come to investigate some strange occurrences. Now this is going to take some time to explain all of this properly."

Agent Coulson turned towards the SHIELD pilots "It's okay, just put away your weapons. They don't mean any harm." After the pilots did as they were told, the top agent turned back to his old friend "Why don't you and your friends come along to HQ, I'm pretty sure the Director would like to hear your story."

* * *

 **Pittsburgh, PA; Earth-38**

Meanwhile back with the situation at hand, Ultron and his accomplices including Dr. Rivera had reached the air base where two guards rushed out to them.

"Halt! Who goes there?!" one of them called out, the large silver android just grinned wickedly and walked closer "I am Ultron, your new lord and master." He replied as the light on his mind-control helmet glowed slightly, causing the guards to fall into a trance "You will do exactly as I say."

"Yes Lord Ultron." The guards answered before standing aside to let Ultron and Dr. Rivera walk inside the base. Before too long, Ultron's pursuers came following after and arrived outside the gate.

"Stop in the name of Ultron!" the guards shouted as they began firing at the would-be intruders, only to knocked out in return by another android that could somehow turn intangible. After inspecting his handiwork, the Vision turned back to his three companions "I suspect that Ultron must be inside the air base." He told them. Just then there was a noise like the sound of a rocket being put into ignition.

"What's that sound?" asked Green Lantern II. The answer to his question came in the form of what like seven warhead missiles being launched straight up into the atmosphere. Then a large swirling vortex opened up overhead where the missiles were heading to.

"He's launching missiles to Earth-616!" cried Vision in desperation.

"I'm on it!" Kyle told him determinedly, powering up and taking off after the warheads "You guys deal with Ultron!" he called out flying after the missiles. Then as soon as he caught up with the first missile, he set to work on taking out its power source, causing it to malfunction and fall down to the ground just before the last six missiles went through the portal.

Meanwhile inside the station of the air base, Ultron was sitting down and observing the missiles' flight through satellite camera when the strangest thing happened.

"Sir, missile #1 went offline just now." Dr. Rivera reported.

"What? How is that possible?" Ultron demanded angrily.

"Beats me" said a familiar voice, the silver android turned around in his chair to see the A-Bomb, the Vision and Firestorm standing in the doorway. "Must be our friend with the power ring." Firestorm said.

"You again?" asked Ultron in disbelief.

"Ultron" said Vision sternly "By the authority of SHIELD, we are placing you under arrest for all crimes, past and present, on Earth-616."

"It's too late for that." Ultron answered, boasting "Much too late. Before too long, there won't even be an Earth-616!"

* * *

 **SHIELD HQ, Washington D.C.; Earth-616**

"So you came here to see what caused the strange occurrences that lead to the disappearance of the Pittsburgh on Earth-38, is that right?" asked Nick Fury, the Director of SHIELD. Spider-Man nodded, the rest of the Prime Avengers stood off to the side while the two were conversing.

"Sir!" cried an agent who came running into the room "There's six nuclear warhead missiles coming through Earth's atmosphere, and it looks like they're all heading for New York and other parts of the world as well."

Fury's eyes widened in alarm before he turned to look at the wallcrawler "Well Parker, looks like you and your new friends are up. Do you think your new team can disable a few nuclear missiles?"

Spider-Man turned to look at his teammates who all nodded in agreement before turning back to Fury and responding "Sure thing Fury, not a problem." Then he turned back to Nightwing, Batgirl, Troia, Cyborg and Miss Martian, he barked in a commanding tone; "Prime Avengers ROLL OUT!"

Fury grinned in suspense as he watched the young heroes race outside to face the danger, this is what he liked to see in a team most of the time.

As soon as the team got outside, they could see the streets were filled with so many screaming people from a long ways off. Then they looked up to the sky in time to see the missiles heading straight for the ground "Great suffering balls of fire!" yelled out Cyborg "They're heading straight for the capital!"

"Then we'd better do something about it before it's too late." Spider-Man reminded him before turning to Nightwing "How close are those warheads getting?"

"About 6.27 kilometers." Nightwing answered, looking through his binoculars. "Looks like we've got only ten minutes before those "timebombs" hit the city."

Thinking quickly, the Prime Avengers sprang into action. As they were coming to the top of a building, Green Lantern II had already taken out missiles #2 and #3.

"Oh no! I'm too late!" he exclaimed in horror as he watched the last three missiles head for Washington DC, but was relieved to see his teammates spring into some real action. Spider-Man and Cyborg disabled missiles #4 and #5, while Miss Martian phased through missile #6, taking out its detonator. Finally, Troia flew up and drew her sword at the ready and sliced through the middle of missile #7, but then she flew right in front of the front half and pressed her hands against it.

"Hera, grant me strength!" she cried out all the while straining against the missile, and pressing with all of her might. From where she was pressing, large dents began to form and her feet finally touched the ground before the remains of missile fell right on top of her.

"Donna!" Batgirl and Nightwing came running over to where the missile had crashed down and started digging, the other heroes along with Green Lantern II came over to help out. Kyle set to digging on one side while Nightwing and Batgirl dug on the other, Spider-Man, Cyborg and Miss Martian were concerned for their Amazon friend while a group of SHIELD agents gathered around.

"Come on, she's got to be here!" Kyle urged in frustration.

Victor came over and put a hand on his friend's shoulder "I know how you're feeling man, I'm so sorry." Kyle lowered his head and was just about to give up when all of a sudden, the remains of the missile moved and one of Donna's hands burst up from the ground. Spider-Man, Miss Martian, Batgirl and Nightwing came around in time to see Troia heave the massive weight of off herself, then the young Amazon princess held up the detonator that she had successfully managed to get out of the missile before crushing it.

Then Troia flew up, landed on firm ground and addressed the crowd of agents "The Fates were kind today, your world is safe." The agents cheered loudly while Fury crossed his arms with a smirk and Coulson stood off to the side with a similar grin.

* * *

 **Pittsburgh, PA; Earth-38**

"Sir, missiles #4, #5 and #6 were deactivated just now." Dr. Rivera reported much to Ultron's fury and frustration.

"It's over Ultron." The Vision told him sternly."

"NO!" Ultron shouted, dodging Vision's optic blasts and knocking both his former creation and the A-Bomb to the floor. "I won't lose to the likes of you!" he was just about to deliver a finishing blow to Vision when his mind-control helmet was pulled down over his eyes.

"Hey! Guess who!" Firestorm taunted before moving off in another direction, Ultron fumbled with his helmet for a minute before pulling it off his head "Where are you human?" he demanded angrily, before Dr. Rivera put in.

"Missile #7 has been deactivated." She told him, Ultron stared at the satellite screen in a blazing fury, while Firestorm stood off to the side grinning proudly and triumphantly.

"Well, I guess they don't build missiles like they used to." He told them, Ultron turned on him with a furious rage.

"I'll tear you limb from limb!" he shouted, charging at the Nuclear Man who dodged just in time before the silver android crashed into a wall. "Come on, you have to do better that." Firestorm taunted, Ultron angrily got to his feet again and this time fired a plasma blast to disintegrate his opponent, but Firestorm flew up into the air to avoid the blasts.

"Oh, is that all you've got?" he asked in a mocking tone, which only infuriated the android even more.

"You'll regret those words boy!" he shouted, launching forward into the air only to get his head stuck in the ceiling for while until he managed to get himself loose and flew straight at Firestorm, throwing punch after punch until his right arm got stuck in one of the consoles.

"Hold still and fight me, you simpleton!" he roared out, the Nuclear man turned to glare at his bigger adversary until a plan started to form in the back of mind.

"Alright, if you really want a good fight." He told the silver android "Then here's how we'll do it. I'll ditch this helmet while you take off the mind-control device."

"Firestorm don't!" Vision warned, he had gotten back up during the scuffle and was now helping A-Bomb to his feet.

"Come on big metal man." Firestorm taunted "I dare you, take off the helmet and I'll take off mine." So with that, he flipped off his helmet onto the floor, much to the Vision's dismay.

Ultron only smirked "You're even duller than I least expected."

"And you're …absolutely…naked!" Firestorm shot back.

"You will pay dearly for those insults." Ultron snarled, putting a hand to his mind-control helmet "Farewell,… Firestorm!" then he pressed a button on his helmet, but nothing happened. The android pulled off his helmet and examined it for a few minutes, then he turned to glare at the Nuclear man "What have you done?!"

"It's simple." Firestorm answered "When I pulled the helmet down over your eyes, I also crossed some wires. You know, in case you were to pull a stunt like that again."

"Then I shall build a new mind-control device!" Ultron snarked before pulling out his inter-dimensional device "I will go back to Earth-616 and return here with a better, highly advanced device. Then you'll be the first to have a very excruciating experience!" then the silver android pushed a button on his device, only for the unexpected to happen. A large electrical surge went out of the interdimensional device and into Ultron's body, causing to cry out in pain. After a few minutes of writhing, the corrupt AI fell down flat on his face.

"Oh no!" cried Dr. Rivera, rushing to Ultron's side and checking on him "What did you do to him?!" she demanded glaring at Firestorm."

"Oh that's very simple." Firestorm told her "While the helmet was down over his eyes, I also managed to rearrange the molecular structure of his remote, inside and out."

"You just managed to destroy the greatest mind in the universe." Dr. Rivera berated him "Now it will never be the same without him."

"Oh you'll get over it." Firestorm assured her "Unless he had a hold on you with his mind-control."

"What are you talking about?" Dr. Rivera demanded "He never used that on me, I loved him." That last statement left not only the Nuclear man, but also A-bomb and the Vision shocked and bewildered.

"Internet romances." Firestorm muttered, A-Bomb and Vision nodded in utter agreement.

* * *

 **SHIELD Headquarters, Washington DC; Earth-616**

"We are all grateful for your help." Director Fury told the young heroes "I really hope that some of you can come over to Earth-616 to help with some of our own personal problems."

"That would be nice Colonel." Spider-Man answered "But in the meantime, we'll need to get back to Earth-38 in order to catch up with other things."

"So what's going to happen with Ultron?" Firestorm asked.

"Come with me, I'll show you." Vision answered, he led the group down a hallway to a private hanger where Ultron was being confined. They looked in and saw Ultron, or rather what was left of Ultron, in a position that made him look like he was in a coma.

"You know, I can't help feeling sorry for him." Green Lantern II admitted, the others nodded in solemn agreement.

"Rest assured that he will receive the best of care." Vision told him before they all turned to leave and go back to Earth-38.

"How about that, I outsmarted a highly advanced super genius!" Firestorm boasted.

"Sure you did." Kyle answered without turning around.

"Good for you Stormy." Spider-Man complimented, the others all uttered their own agreements without turning around, leaving Firestorm dumbfounded.

"So unbelievably uncool." He grumbled to himself, before Professor Stein's voice took over.

" _We should all be pleased with how we do our work Ronald."_ He told him inside his head _"Especially without having to express our pride. Now I am glad that you managed to come up with a plan to defeat Ultron, but don't let it go to your head."_

"Okay, I hear you." Ronnie answered before turning to leave to join the others. But as soon they left the hanger, Ultron's body started to move.

As it turned out, the corrupt AI was not entirely knocked out as they believed that he was. He had been faking it all along _'When I get my chance, I will escape from here and exact my revenge. Not only on Spider-Man and his new friends, but also that meddlesome bundler Firestorm."_

While he was thinking of revenge, a swirling vortex suddenly appeared in the hanger right next to him _'How did this happen'_ he thought to himself. He concentrated and the vortex disappeared, Ultron was very surprised and so he tried it again, the vortex reappeared in a different part of the hanger and disappeared again.

' _So the scumbags thought they had me beaten for certain.'_ Ultron thought with a sneer _'Well now I know that the so-called accident caused by Firestorm, has not only expanded my mind but enabled me to open breaches to other earths.'_

So now Ultron knew that he no longer needed the inter-dimensional device in order to travel to other earths, and that his time for escape would arrive. He would also have to time it right, and correctly. But for now, he would have to wait patiently and content with thoughts of revenge against Spider-Man, Firestorm, and all the other heroes.

 **Here's the last half of 'The Good, The Bad and The Ugly' folks, I did mean to update this in the week right after New Year's Day, but I've had my mind on other different things. Furthermore, my own version of Ultron will able to open breaches and teleport to other Earths in both Marvel and DC universes. I had wanted to make his situation very similar to Grodd's in that Justice League two-parter, 'The Brave and The Bold'. It was some heck of a cliffhanger, and very much similar to the ending of a TV episode. Now you all might hear from Ultron in the not-too distant future, but just not in this story.**

 **What Donna had just accomplished, was very similar to what her sister Diana had done in 'The Brave and The Bold'.  
**

 **Now I hope that you all liked the Transformers references used when Ultron took control of the soldiers who were guarding the air base, and when Spider-Man told his teammates to "ROLL OUT!"  
**

 **Starring the Voices of:**

 **Loren Lester as Nightwing**

 **Tara Strong as Batgirl**

 **Grey DeLisle as Donna Troy**

 **Yuri Lowenthal as Spider-Man**

 **Will Friedle as Green Lantern II**

 **Seth Green as the A-Bomb**

 **PJ Byrnes as Firestorm**

 **Stephen Tobolowsky as Professor Martin Stein**

 **Shemar Moore as Cyborg**

 **Danica McKellar as Miss Martian**

 **Frank Welker as Ultron**

 **Peter Cullen as the Vision**

 **Clark Gregg as Phil Coulson**

 **Kevin Michael Richardson as Nick Fury**

 **Anyway I promise to get Chapter 19 updated very soon, but don't expect how soon, however I'm planning to also update the first half of 'The Once and Future Thing' in my one and only "JLU Spider-Friends" spin-off. So keep your fingers crossed and just post your reviews below.**


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